[Substantially revised 29 October 2018] I’ve had occasion to revisit something I explored a while ago. Here’s a relatively standard set of exceptions to the definition of Confidential Information, with my shorthand term for each exception noted in brackets: at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a … Read More
At one of my recent Asia seminars, someone asked me about the practice of making a contract between fewer than all the listed parties, presumably when some drop out. I haven’t encountered that. I would have thought you simply revise the contract to eliminate those who are dropping out, instead of manually striking their signature blocks and any other references … Read More
Behold the following introductory clause: AMENDMENT, dated as of October 10, 2018, to the ISDA Master Agreement , dated as of July 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“Party A”) and CAMBRIDGE MASTER FUND L.P. (“Party B”). Note the defined terms Party A and Party B. They’re a … Read More
You all know how I earn a living, but it’s a sideshow to my real passion, the time my contracts buddies and I spend in an immersive contracts virtual reality. There you might find, for example, @IPDraughts playing Hadley, @AlexHamiltonRad playing Baxendale, and me playing the crucial role of “another,” Hadley’s partner. It all takes weeks to unfold, and the … Read More
Go here for the second in my “City of Contracts” podcasts, with Preston Clark, co-founder of LawInsider, a wildly popular contracts research database. For my first podcast, a conversation with Michael Woronoff of Proskauer, go here.
A reader told me about this Butler & Snow newsletter on the opinion of the Sixth Circuit Court of Appeals in Dark Horse Express, LLC v. Lancer Insurance Co., 733 F. App’x 826 (6th Cir. 2018) (PDF here). At issue is how the word legally relates to contracts. In 2014, Dark Horse contracted to transport $250,000 of meat for the … Read More
I recently had a random Edgar encounter with the following set of internal rules of interpretation: Welcome to the suck: the first, second, third, and fifth are hopeless. And dig that crazy period-and-parentheses enumeration combo. But the fourth is what caught my eye. So the notices provision says that notices must be in writing to be effective, but elsewhere we’re … Read More
Remember my post about abrogate? Well, now we have the second in my 46-post –gate series, derogate! (I’m joking—I hadn’t planned to explore two –gate words in quick succession. But as we’ll see, the two words are linked.) Derogate has two meanings. When used as a transitive verb (in other words, if it makes sense only if it exerts its … Read More
The Delaware Chancery Court recently issued Vice Chancellor Laster’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. 1 Oct. 2018) (PDF here). You can find plenty of information about this case elsewhere, including in this item on Reuters. It will take some time to unpack what this opinion means for contract drafters. What caught my eye … Read More
Last week I noticed this item on the website of the Licensing Executives Society (U.S.A. and Canada). Entitled Clarifying Provisions Avoid Ambiguity in Patent License Agreement, it discusses contract provisions at issue in the opinion of the Delaware U.S. District Court in TQ Delta, LLC v. Adtran, Inc. (PDF here). (The court subsequently reconsidered its opinion, but not in a way that has a … Read More
