I have a fantasy. Let me tell you about that fantasy. Don’t worry, it’s nothing lurid. In my fantasy, a company adopts a detailed set of guidelines for contract language. Those guidelines apply to every contract, regardless of what part of the company is responsible for it. They’re not namby-pamby, we-think-this-would-be-a-good-idea guidelines: if you want to keep drafting, reviewing, and … Read More
This is from an intercompany services agreement dated 3 July 2017 between General Electric Company and Baker Hughes that I happened upon in the SEC’s EDGAR system (PDF here): SECTION 10.16 Integrity. Each Party covenants that it is committed to unyielding integrity and will act in a manner consistent with the GE Integrity Guide for Suppliers, Contractors and Consultants, a … Read More
Recently I sent a consulting client a short explanation of how I handle statements of fact. Here it is, in case it’s of interest: I thought you might find it helpful if I summarized how I treat statements of fact. As a general matter, incorrect statements of fact give rise to a remedy. If the idea is that an incorrect … Read More
I figured that rather than just speaking generally about dysfunctional contract templates, it might be helpful if I give you a sense of the different kinds of dysfunction I see. So I’ve co-opted the “defense readiness condition,” or “DEFCON,” alert state used by the U.S. armed forces. It prescribes five graduated levels of readiness (or states of alert) for the U.S. … Read More
In this 2016 post I wrote about circular definitions. Now, thanks to @saBEERmetrics, we have another example: Ok, this is definitely one to write about. Using circular logic in definitions. X means everything except Y. Y means anything that's not X pic.twitter.com/Tc1PzNU1KF — saBEERmetrics (@saBEERmetrics) July 3, 2017 Here are the relevant definitions: all Governmental Approvals that CUSTOMER is required … Read More
On 9–10 August, I’ll be doing a “Drafting Clearer Contracts” seminar in Dubai for Marcus Evans. It’s a two-day seminar; Marcus Evans always asks me to do two days. For more information, contact Mary-Ann Loui, at marya@marcusevanskl.com or at +603 2723 6757. This will be my first public seminar in Dubai. (I’ve done several in Abu Dhabi.) I’m looking forward to … Read More
I’ve become acutely aware that many companies find change hard to swallow. (See this March 2017 post for examples of how companies can choke on change.) Inspired by a project I just did for a global manufacturing company, I’ve come up with a way I can help you if you can’t handle much change: give me your templates and for … Read More
Thanks to this post on The Employer Handbook, @Eric_B_Meyer‘s blog, I learned about a severance agreement that provided for $2,747,400 in severance pay instead of the $80,805.97 that the parties had previously agreed on. The error arose because the company’s HR person put in the contract the total amount of severance when they should have put in the amount per week. … Read More
I’ve stated elsewhere (for example, in this 2014 article) the advantages of using shall to express an obligation imposed on the subject of a sentence, if the subject is a party to the contract. The primary advantage is that shall gives you an extra tool to work with. Instead of using will or must to express multiple meanings, you use … Read More
I’m pleased that I’ll be returning to Asia this fall, to do seminars in the following cities with three different partners: Jakarta, Indonesia, Tuesday, 19 September, with Thomson Reuters Singapore (information here; contact Julian Chiew at julian.chiew@thomsonreuters.com or +65 6870 3357) Manila, Philippines, Thursday, 21 September, with Thomson Reuters Singapore (information here; contact Julian Chiew at julian.chiew@thomsonreuters.com or +65 6870 3357) Seoul, South … Read More
