Here’s an example of what MSCD calls “passive-type policies”: Interest is payable at a rate of 8% per year. Here’s part of what MSCD 3.244 has to say about passive-type policies: Some policies are characterized by adjectives such as exercisable and payable and have a structure that’s analogous to the passive voice. This manual refers to such policies as “passive-type policies.” Passive-type policies have … Read More
Recently I encountered the word personnel in a contract. Hmm, how does personnel relate to employees? I asked my usual employment-law resources and they replied that personnel and employees mean the same thing, although personnel is perhaps the fancier option. But in my world, which I suspect is a narrower, more cramped, darker world than theirs, the sensible meaning attributed to words … Read More
Law reviews—student-run journals that operate out of law schools—are odd institutions that have come in for a good deal of criticism. (I added to that with this 2015 post.) But one potentially worthwhile feature of law reviews is that they provide students with the opportunity to write a “note” and have it selected to be published. But it can be challenging to … Read More
The Google Ngram Viewer is a neat tool. It allows you to check the relative frequency with which words and phrases appear, over time, in Google’s corpus of millions of digitized books. It follows that the Ngram Viewer can help you build a case that a given word or phrase is the more modern choice than another word or phrase … Read More
Thanks to @legalwritinged, I learned about this post on Porter Wright’s blog Employment Law Reporter. It’s about the recent opinion of the U.S. District Court for the Northern District of Ohio in Alloy Bellows & Precision Welding, Inc. v. Jason Cole, No. 1:15CV494, 2016 WL 1618108, at *1 (N.D. Ohio Apr. 22, 2016) (PDF here). The Opinion Cole worked for … Read More
I regret to report the sudden and unexpected demise of one of the categories of contract language, namely language of belief. Well, I don’t really regret it. In fact, I’m relieved. Language of belief was a scrawny, frail creature who stood around not doing much of anything other than picking its nose, gazing into space, and getting in the way … Read More
Although way back in 2008 I wrote about complete and accurate (here), yesterday I realized that I hadn’t written about use of completely as rhetorical emphasis. So I exhumed the following corpses from EDGAR: In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco’s accounting policies and procedures. … the Executive agrees … Read More
From reader Ben King, general counsel of Jive Communications, I learned about a 2016 opinion of the Supreme Court of Utah, Mind & Motion Utah Investments, LLC v. Celtic Bank Corp., 2016 UT 6, 367 P.3d 994 (PDF here). The moral of this particular story is that if you want a contract provision to be interpreted as a condition, you had better make sure it’s worded … Read More
The word workmanlike features in a lot of contracts on EDGAR, particularly loan agreements and landlord-tenant contracts. Here are three random examples: Borrower shall only use contractors … who generally have a good reputation for completing their work in a neat, prompt and workmanlike manner … All Tenant Improvements shall be done at Tenant’s full cost, expense and risk, shall comply … Read More
In MSCD, as well as in this 2007 post, I say that the phrase during the term of this agreement is usually redundant. I use the following example: During the term of this agreement, the [The] Company shall pay Jones an automobile expense allowance of $1,000 per month, grossed up for income tax purposes, and reimburse Jones for all gasoline … Read More
