From reader Zack Miller, of Sacramento, California: What are your thoughts on organizing credit agreements based on affirmative and negative covenants? (i.e., an article devoted to affirmative covenants and an article devoted to negative covenants). It makes sense to a lawyer, but is it really the best way to organize the various promises in a contract? Let’s start by considering … Read More
Consider this scenario: Acme is contemplating entering into a confidentiality agreement with Widgetco under which Acme would provide confidential information to Widgetco. But Acme is concerned that Widgetco might be acquired by a competitor of Acme, resulting in Acme’s valuable confidential information getting into the competitor’s hands. What can Acme include in the confidentiality agreement to address that concern? Termination … Read More
In the wee hours I saw this post on LinkedIn by Olly Buxton, in which he says, “This from someone who has obtained a professional qualification dedicated to the clear, logical and precise use of the English Language.” By “This,” Olly is referring to the text in the following image: This sentence is, um, deeply problematic on several levels. Although … Read More
In this post at ContractsProf Blog, Stacey Lantagne writes about Northglenn Gunther Toody’s, LLC v. HQ8-10410-10450 MELODY LANE, LLC, No. 16-CV-2427-WJM-KLM, 2018 WL 1762611, at *2 (D. Colo. Apr. 12, 2018) (PDF here). Here’s my take on this dispute. The Opinion The plaintiff operated Gunther Toody’s, a 1950s-style restaurant in a mall. According to the court, the lease “prohibits the … Read More
Behold the following video clip of U.S. Senator John Neely Kennedy giving Mark Zuckerberg of Facebook a piece of his mind: https://www.youtube.com/watch?v=bBevsgSn65A More specifically, he says, “Your user agreement sucks. … I’m going to suggest to you that you go back home and rewrite it. And tell your $1,200-an-hour lawyers—no disrespect, they’re good—but tell them you want it written in … Read More
From 22 April to 25 April I’ll be in Las Vegas. No, I won’t be desultorily pulling at the handle of a slot machine. Instead, I’ll be with the LegalSifter team at the 2018 CLOC Institute. CLOC stands for Corporate Legal Operations Consortium. I’ve not attended a CLOC event, but I’m looking forward to it: I expect that legal-operations personnel … Read More
Today I received the following email from a reader: I have been reading your post from July 2012 (Revisiting “Indemnify”).” There seems to be an important distinction between “indemnify” and “hold-harmless” that seems to be getting overlooked (or I missed something in my brief reading). According to Black’s Law Dictionary “hold-harmless” means “to absolve (another party) from any responsibility for … Read More
Go here for an article by Lizzy McLennan in The Legal Intelligencer about my joining LegalSifter (free registration required). It accurately summarizes what we have in mind. Well, I’m not sure I hail from Long Island :-)
You recall that recent post about LawGeex’s AI-versus-humans study (here)? In that post I mention LegalSifter, another company that uses technology to make review of the other side’s drafts quicker and more effective. Well, soon after that post, Kevin Miller, LegalSifter’s chief executive officer, invited me to join LegalSifter as an advisor. I happily accepted. Go here for LegalSifter’s news release. It … Read More
Sporadically I hear from readers who simply want to thank me for my work. I know people read my stuff, but it’s gratifying when someone takes the time to let me know that they’ve found it worthwhile. Because it’s a particularly nice example of this sort of communication, here’s an email I received yesterday: EMAIL MESSAGE THIS EMAIL is written … Read More
