Today I spent some time considering section 365(n) of the U.S. Bankruptcy Code. If in bankruptcy the debtor or trustee rejects a license, under section 365(n) a licensee can elect to retain its rights to the licensed intellectual property. For more on that, see this post by Bob Eisenbach on his In the (Red) blog. (You might recall that Bob joined me … Read More
Updated: For information about my 2016 Geneva seminars, go here. To register, go here. *** I’m pleased to announce that after a year’s absence, on Tuesday, 5 April 2016 and Thursday, 7 April 2016 I’ll once more be giving “Drafting Clearer Contracts” seminars in Geneva, Switzerland. My hosts will be the Geneva office of Orrick, Herrington & Sutcliffe LLP—an unfamiliar name … Read More
The Law Society Gazette—a publication of the Law Society of England and Wales—has published my conversation with Mark Anderson, aka @IPDraughts. No, wait—Mark’s conversation with me. Whatever. It’s called Adams v Anderson on contract drafting; go here for a PDF and go here for the posh online version of the entire issue of the magazine (it’s on pages 20 and 21). … Read More
Well, I guess it’s language of performance’s turn in the spotlight, since this is my third post on the subject today. Below is a sentence from EDGAR that uses language of performance to appoint an agent. It’s following by a version using language of obligation. The Fund hereby appoints the Agent as its “Investor Servicing Agent” on the terms and … Read More
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
