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It’s a Bad Idea to Rely on Principles of Interpretation in Deciding on Contract Language

11 August 2023 by Ken Adams

Yesterday I encountered this LinkedIn post about “canons of construction.” (I call them “principles of interpretation.”) The post begins as follows: Tip for law students and newer attorneys: Familiarize yourself with the rules of contract interpretation (often called “canons”), if, like me, you didn’t learn them in law school. Courts rely on these default rules to interpret contracts and statutes. … Read More

“Are” Versus “Have Been” in a Case Before the Commercial Court of England and Wales

9 June 20208 May 2020 by Ken Adams

Thanks to Glenn West, I now offer you for your delectation Gwynt Y Môr Ofto Plc v. Gwynt Y Mor Offshore Wind Farm Ltd & Ors [2020] EWHC 850 (Comm) (08 April 2020) (here), a decision of the England and Wales High Court (Commercial Court). It involves scary confusion over verb structures. A contract for sale of a wind-farm off … Read More

A New Delaware Case Shows When It Doesn’t Make Sense for Words to Take Precedence Over Digits in Interpreting Numbers

4 January 20193 January 2019 by Ken Adams

I noticed that the recent opinion of the Delaware Chancery Court in Fetch InteractiveTelevision LLC v. Touchstream Technologies Inc. (here) featured the following snippet from the contract at issue: “[FetchIT] shall cure such default within fifteen (30) days or immediately if deemed to be incurable.” Yes, the number expressed using a word doesn’t match the number in parentheses. I’ve written … Read More

What’s So Compelling About Commas and Legal Disputes?

17 March 2017 by Ken Adams

Yesterday I did this post about the recent First Circuit opinion in which lack of a serial (or Oxford) comma featured prominently. That opinion prompted no end of articles in the established media (including this article in the New York Times) and no end of chatter on social media. And many of my readers rushed to tell me about it. … Read More

Courts Are Citing MSCD

3 April 2013 by Ken Adams

Last week I mentioned in this post that the Delaware Supreme Court had cited A Manual of Style for Contract Drafting. Well, yesterday I noticed that in an opinion issued this week (here) the Eighth Circuit Court of Appeals had cited it too, the issue in this case being where to place the defined-term parenthetical when you create an integrated … Read More

Some Thoughts on Scalia and Garner’s Book “Reading Law: The Interpretation of Legal Texts”

30 May 20131 August 2012 by Ken Adams

Over the past couple of days I’ve been dipping into the new book co-authored by Antonin Scalia and Bryan Garner, Reading Law: The Interpretation of Legal Texts. My interest is drafting contracts, not interpreting them. But to stay out of trouble when drafting contracts, it helps to have a decent grasp of how judges ascertain the meaning of contract language. So … Read More

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