Thanks to Jeff Ammon of the Michigan law firm Miller Johnson, I learned of the Sixth Circuit’s recent opinion in Kia Motors America, Inc. v. Glassman Oldsmobile Saab Hyundai, Inc. (copy here). Kia’s dealer contract with Glassman specified that “As permitted by applicable law, [Kia] may add new dealers to, relocate dealers into or remove dealers from the [Area of Primary Responsibility] assigned to … Read More
Generally, when I disagree with someone, it’s not over some discrete usage issue. Instead, it’s because they’ve bought into one of the three great misconceptions of contract drafting. You’re already familiar with them, but since I encounter them alarmingly often, I thought I’d take this opportunity to air them again: 1. “Everyone Has Their Own Drafting Style” Just yesterday I … Read More
Having just responded to a traditionalist asserting that I’m flirting with disaster by deviating from “tested” contract language, I was pleased to receive the following email from Andrew Mitton, a lawyer in private practice in Anchorage, Alaska: I’m a faithful reader of your blog and regularly refer to your Manual of Style. I recently redrafted some stock purchase documents to … Read More
Steven Sholk, that bloodhound, let me know about an article in the current issue of the Journal of Legal Education. It’s by Robert C. Illig, associate professor at the University of Oregon School of Law, and it’s entitled A Business Lawyer’s Bibliography: Books Every Dealmaker Should Read. (Go here for a PDF copy.) Here’s its stated purpose: This article briefly surveys … Read More
Unsure whether you should be paying someone at the law firm of Preen & Strut $600 an hour to draft your contracts? Or uncertain whether a member of your in-house legal staff is doing a good job with your templates? Well, take the following quiz and all will be revealed! (In the quiz, the phrase “your guy” is gender-neutral.) A … Read More
Unsurprisingly, most of Koncision’s confidentiality-agreement template relates to, well, confidentiality. But as with any contract, there’s a fair amount of boilerplate. That makes our template a unique source for state-of-the-art boilerplate: notices provisions, governing-law provisions, forum provisions, arbitration provisions, and so on. So if you subscribe using our upgrade-your-template option (go here [link no longer available] for more on our … Read More
Last week Thomson Reuters announced the launch of Westlaw Form Builder: Westlaw Form Builder has been launched—an online document assembly tool that helps attorneys find, assemble and review legal forms with greater speed and accuracy. Attorneys can access more than 20,000 forms anytime and anywhere they have an Internet connection. Forms are customizable, continually updated by Westlaw editors, and have … Read More
Greetings from Geneva! I’m here giving a series of seminars, but I received word that in his recent opinion in GRT, Inc. v. Marathon GTF Technology, Ltd., 2011 WL 2682898 (Del. Ch. July 11, 2011) (go here for a PDF copy), Chancellor Strine of the Delaware Court of Chancery discusses at modest length, in footnote 79, what A Manual of Style … Read More
The New York Times has just published this depressing article by Adam Liptak on judges citing dictionaries. (To access it, you’ll need to comply with the NYT’s subscription plan.) For the reasons cited in the article, it’s generally a bad sign when a judge cites a dictionary. In particular, the notion of judges seeking to clarify the language of statutes … Read More
In my recent post on moral turpitude, I noted that I found odd the phrase “its reasonable but good faith opinion.” I thought I should take a more general look at the relationship between those two concepts. In this post, I considered a side issue—use of reasonable and reasonably. Now it’s time to address the main questions: When should you … Read More
