In various ways, the word both comes in handy in contracts. It’s used to express universal quantification in contracts with two parties: No amendment to this Agreement shall be valid unless made in writing and executed by both parties hereto. And you can use both to make it clear whether you’re referring to one or both of a group of … Read More
Friends, you’re in for a treat. In this post a couple of days ago, I considered the dual verb structure shall grant and hereby grants, with my IP sensei Ned Barlas guest starring. The next day Ned slipped me the image below, courtesy of Gary Dyer, professor of English at Cleveland State University: It’s a screenshot of the text of … Read More
My article Common-Law Drafting in Civil-Law Jurisdictions has been published by Business Law Today. Go here. There’s not much of a back story. It’s a topic that has long been on my mind. I did it as an article instead of a blog post for the usual reason: I thought it would reach a more diverse group. How did Jan … Read More
In this post a couple of weeks ago, I belatedly introduced the topic of dual verb structures. Here’s another dual verb structure: shall grant/assign and hereby grants/assigns (and variants). It appears in provisions relating to intellectual property: Upon the completion of such transfer, Xenon shall, and hereby does, assign to Neurocrine all such Regulatory Materials … Effective on the Collaboration … Read More
An anonymous informant—oh what the heck, it was Glenn West—told me that in Channel MedSystems, Inc. v. Boston Scientific Corporation (here), an opinion issued just yesterday by the Delaware Court of Chancery, Chancellor Bouchard cites A Manual of Style for Contract Drafting. More specifically, here’s footnote 236: The parties frame their arguments in terms of “breaches” of representations. The court … Read More
While I was planning for my recent trip to Geneva, I found myself exchanging emails with Jacques de Werra, professor of contract law and intellectual property law at the Law School of the University of Geneva. Jacques recently published in Jusletter his article Swiss Commercial Contracts: Review of Recent Case Law. I was uncertain how relevant I’d find it. In … Read More
Be on the lookout for the redundant only in language of obligation. Consider this: The Tenant may move furniture, fixtures, and equipment into and out of the Premises [only] during nonbusiness hours unless Landlord gives approval otherwise. [Prompted by D.C.’s comment I moved only, but that’s unrelated to the topic of this post.] Omitting only could result in confusion, because … Read More
I cast my lot with Delta Airlines in 2007. I much preferred their livery to that of American Airlines—we sometimes make for the slightest of reasons what turn out to be nontrivial decisions. A couple of years ago I became a Delta Million Miler. And in 2020 I’ll add another year to my streak of being a Diamond Medallion member—the … Read More
Warning! This post is for seminar aficionados only. It contains minimal cultural insight and nothing on contract drafting. Instead, this post celebrates my 14 November 2019 “Drafting Clearer Contracts” seminar in Seoul. Out of the hundreds of seminars I’ve done over the past 14 years, it was the spiffiest. How so? For one thing, it was held at the Grand … Read More
This is where I’ll be doing public “Drafting Clearer Contracts” seminars in the United States in 2020: Chicago, March 12, 2020 Boston, May 7, 2020 New York, September 24, 2020 San Francisco, Dec 3, 2020 I’ll put registration information up once it’s available. Four locations is the fewest since, well, forever. I’m disappointed that Texas is again missing, and Seattle … Read More
