Consider use of the verb pay in the following extract from EDGAR: In consideration for the conveyance of the Assets to Buyer, Buyer hereby pays to Seller consideration (the “Purchase Price”) … You can’t pay someone just by saying so. As linguists would say, pay cannot be used performatively. In other words, pay doesn’t work in language of performance. Way more verbs … Read More
I recommend saying Acme hereby grants the License to Smith, not Acme grants the License to Smith, with hereby omitted. Why? I’ll let The Cambridge Grammar of the English Language 860 n.3 (2002) explain for me: Clauses like I promise to return the key and I order you to leave are ambiguous, having also less salient interpretations in which they are statements … Read More
I wrote about intending to be legally bound in this 2012 post. Yep, it’s pointless, although note the bizarro Pennsylvania-law angle. It’s in fact Pennsylvania that has me revisiting intending to be legally bound. Reader Ben King told me about this post on the blog The Employer Handbook. It recounts how the Pennsylvania Supreme Court decided that use of the phrase intending … Read More
I find commendable the ABA Journal’s annual “Blawg 100″—its list of the hundred best law blogs. It brings some attention to an important but fragmented form of legal publishing. And the ABA Journal goes about it in a serious way. So yesterday I was gratified to learn that in this year’s Blawg 100 this blog had been named to the ABA Journal’s … Read More
The July–August 2015 issue of The Trademark Reporter contains my article, uh, commentary entitled Inures to the Benefit and Trademark Licensing. (Yeah, the no-italics part is a little awkward when the title is part of a sentence.) Now that a decent interlude has passed ,I can make it available to you, dear reader. Go here for a PDF copy. As I say in … Read More
Reader A. Wright Burke has a nifty turn of phrase. Who can forget his nitcaps™. (“Initial capitals,” guys!) He recently came up with “naked facts.” Nice phrase. But I suggest that the concept it stands for doesn’t work. It’s instructive to consider why that’s the case. A naked fact is a statement of fact that isn’t preceded by a reference … Read More
I’ve long observed that the defined term Purchase Price is used two convey two meanings: First, the price at which something is to be sold, as in this example: Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell an aggregate of one hundred nineteen thousand nine hundred forty (119,940) shares of the Preferred Stock … Read More
A good time was had by all at my seminars in China earlier this year, so I’m going back next year. And this time I’ll be going to Hong Kong too. Here are the dates: Beijing, 8 March Shanghai, 10 March Hong Kong, 11 March Anyone who’s interested should contact Simon Huang of SiS Conference at simon.huang@sis-conf.com or +86 21 5160 … Read More
The phrase good and valuable consideration is a standard feature of recitals of consideration in business contracts. You know the drill: NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: So … Read More
Last week I saw the following tweet: What Role Do In-House Counsel Have in Editing Briefs? via @ACCinhouse https://t.co/slJcNyvAAt — LexisNexis Legal (@LexisNexisLegal) November 6, 2015 Here’s my tweet in response: Same for contracts? https://t.co/NnaV96IbpH — Ken Adams (@AdamsDrafting) November 7, 2015 I’ll now answer my own question. In that ACC article, the author describes having a role in editing litigation … Read More
