In this November 2019 post I wrote about Princeton Excess & Surplus Lines Insurance Co. v. Hub City Enterprises, Inc., a court opinion from the U.S. District Court for the Middle District of Florida in which a judge demonstrated catastrophic misunderstanding of how the English language works. In an update to that post earlier this month, I noted that in … Read More
Today I noticed this tweet: VCs: "don't you dare send an NDA before meeting with us or you're a joke. ideas are worthless." Also VCs: "welcome to our office please use this nice iPad to sign a one-way NDA. our ideas are worth everything." pic.twitter.com/U8kxkTNcRM — Jonathon Barkl (@jonathonbarkl) January 29, 2020 As a fan of found contract text, I … Read More
Get all the details here. I expect to put registration links up in the next couple of weeks.
Go here for links to full details of my 2020 “Drafting Clearer Contracts” seminars in the United States. By the way, are you disappointed that I won’t be doing a seminar in your city? If you get informal commitments from, say, 15 people willing to attend a seminar in your city, I reckon I could get Thomson Reuters to consider … Read More
I was frittering time away on Twitter last night, when out of the blue this tweet from @IPDpdraughts came my way: Last week I saw an “affluxion of time” in a contract. — Mark Anderson (@IPDraughts) January 27, 2020 “Affluxion of time”? Some rooting around showed me that affluxion of time does indeed exist, although with only 25 instances on EDGAR, … Read More
From this Reed & Smith analysis I learned of a dispute before the Delaware Chancery Court, Williams-Sonoma Stores, Inc. v. DDK/WE Hospitality Partners, LLC. It demonstrates that with contract verb structures, you can be right, but not right enough. I’ve thought long and hard about the issues underlying this dispute, so let me walk you through it. The deliberations in … Read More
Today @solirvine tweeted this in my direction: Related: in your extensive corpus, have you ever addressed the dynamic of “it's meaningless/unimportant, so just leave it in” versus “it's meaningless/unimportant, so let's take it out”? That’s a conversation I have at least once per transaction. — Sol Irvine (@solirvine) January 22, 2020 Absent other considerations, you take out that which is … Read More
Today I saw another way to make it clear that you want a party to waive the implied duty of good faith: Shipper, at its sole discretion and not subject to a reasonableness standard, may determine whether the goods may be salvaged, and if salvageable, the value of such salvage. For reasons I explain in MSCD and in this 2011 … Read More
Amazon used to sell a Kindle version of A Manual of Style for Contract Drafting, but it doesn’t anymore. (Something to do with Kindle versions being vulnerable to piracy.) But you can still get MSCD on Kindle, by buying the ebook version sold by the ABA here. It’s a MOBI file, so you can transfer it to your Kindle using … Read More
More often than you’d expect, I’m made to feel as if it was just yesterday that I started exploring contract language, not 20-plus years ago. Today’s example of that is agrees with. It’s basic verb structure, but one I’d never thought about until I was today years old. Here are some examples: Seller hereby covenants and agrees with Buyer that … Read More
