Remember my M&A book? You know, The Structure of M&A Contracts? Yeah, it slips my mind too. Because it’s available only in a proprietary ebook format, and because buying it can be a hassle, it sometimes feels as if it was never published. But it turns out that people are in fact buying it, and reading it. Recently I heard from some … Read More
The January/February 2016 issue of Landslide, the magazine of the ABA Section of Intellectual Property Law, contains my article Granting Language in Patent License Agreements: An Analysis of Usages. I recommend the PDF version, here, but there’s also the online version, here. (The PDF provided by Landslide was unsatisfactory, so the PDF is based on my manuscript. The only difference is … Read More
MSCD 8.56 suggests that you might want to use the phrase reasonable efforts as a defined term: Even though the phrase reasonable efforts doesn’t pose the same risk of confusion as best efforts, you might want to use it as a defined term. Doing so could assist a court and might help the parties better understand the implications of using reasonable efforts. And in … Read More
If you’ve been reading this blog for a while, you probably don’t need any further warnings about confusion caused by commas. Well, you’re getting one anyway. A reader told me about this post on the blog of the Electronic Frontier Foundation. It’s about last fall’s Ninth Circuit opinion in Hamdan. It involves the language of a statute, not a contract, but … Read More
While trawling through caselaw, I encountered Gingras v. Avery, 90 Conn. App. 585, 591, 878 A.2d 404, 408 (2005). It involved a fight over the following: The closing shall take place on or before sixty (60) days after subdivision approval; but in no event later than March 15, 2003. The developers of the property in question didn’t obtain subdivision approval but … Read More
My recent article debunking the recital of consideration (here) explains the terms “nominal consideration” and “sham consideration” (footnotes omitted): Such a recital of consideration might seek to express what the parties have actually bargained for. If instead what is being offered wasn’t bargained for as part of an exchange, it’s a pretense. In that case, the recital is said to provide for “nominal” consideration, … Read More
Longtime readers will remember Andrew Godwin, Senior Lecturer in Law and Director of Transactional Law at Melbourne Law School, as I did this Q&A with him in 2012. And since then, he’s been my gracious host on my seminar trips to Australia. Given that my March “Drafting Clearer Contracts” seminars in Beijing, Shanghai, and Hong Kong (information here) are fast … Read More
In MSCD 3.248, I recommend that you not use in a contract the terms of art condition precedent and condition subsequent: In a contract, use the term condition rather than condition precedent, which conveys the same meaning but adds an unnecessarily legalistic flavor. You should never need to use condition subsequent, meaning something that, if it occurs, would bring something else to an … Read More
The week of 29 February I’ll be in the Bay Area for meetings and an in-house seminar. If you’d like to take advantage of my being in the area, contact me.
Last night I did the following retweet of a live tweet from a conference: My intent isn’t to embarrass anyone—hence my amateurish redacting of the name of the law firm that offered this advice. Instead, it gives me an opportunity to make the following points: There’s beaucoup misinformation out there. Indeed, what’s in the tweet is what passes for conventional wisdom … Read More
