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 reader let me know that this New York Times article dated 13 November by Gretchen Morgenson contains the following paragraph: Under the agreement, Sanofi would make “diligent efforts” to shepherd Lemtrada through the F.D.A. approval process and promote it as it would any drug. This set out a higher standard than Sanofi would have faced under an agreement to make … 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
Rejoice! You can now register for the following 2016 “Drafting Clearer Contracts” seminars in the U.S.: Austin, TX, 24 March Pittsburgh, PA, 21 April Chicago, IL, 19 May Morristown, NJ, 9 June Seattle, WA, 23 June If you want to be reminded why I’m the only solo guy Thomson Reuters sends around the U.S. doing CLE seminars, and why more … 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
You might recall that last year in this post I suggested the possibility of using “language of concurrence” if when someone sells something the purchase price is being paid at the time the contract is being signed. Last month I revisited that idea in this post. Well, I just realized there’s a traditional-language equivalent. Here’s an example: In consideration of ten dollars in hand … Read More
For years, I’ve sent out email updates with links to recent posts on my blog. But the service I used was terrible. Well, yesterday I sent my first real newsletter. It’s here. I expect to do them once or twice a month. They’ll always lead with links to recent posts, but the new format allows plenty of scope for general ruminating. If … Read More
Over the weekend I listened to this episode of the radio show Freakonomics, “How Many Doctors Does It Take to Start a Healthcare Revolution?” My ears pricked up when I heard Jeffrey Brenner, who is a physician and the executive director of the Camden Coalition of Healthcare Providers, say the following: What I think many people would be shocked to find out … Read More
