Register for My London “Drafting Clearer Contracts” Seminar; Save the Date for Mumbai, Kuala Lumpur, Singapore, Tokyo, Toronto, and Seoul
Get all the details here. I expect to put registration links up in the next couple of weeks.
Registration Links Now Up for 2020 “Drafting Clearer Contracts” Seminars in Chicago, Boston, New York, and San Francisco
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
“Effluxion of Time”
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
Williams-Sonoma Stores, Inc. v. DDK/WE Hospitality Partners, LLC: With Contract Verb Structures, One Misstep Can Lead to Disaster
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
It’s Meaningless. Leave It In or Take It Out?
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
“Not Subject to a Reasonableness Standard”
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
How to Get a “A Manual of Style for Contract Drafting” on Your Kindle
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
“Agrees With”
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
Don’t Use “Both … And” As a Linking Expression
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
Yet Another Dual Verb Structure: “Has Granted and Hereby Grants” (Featuring Lord Byron)
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