I find it convenient to divide the world of contract drafting into deciding what you want to say in a contract and deciding how you want to say it. They’re not distinct tasks, but rather two ends of a spectrum, with blurring in the middle, because how you say something can unexpectedly affect meaning. I focus on the how-to-say-it part, … Read More
I feel it’s my civic duty to keep you posted of Glenn West’s latest offerings. There’s his post What Is the Deal with No-Oral-Modification/Waiver Clauses? And there’s his most recent post, Avoiding the Mindless Use of the Brainless MAC Clause. Here’s the gist of the latter: In negotiating carve-outs, bear in mind that not including a carve-out for a particular circumstance when … Read More
I bring you glad tidings of a new post by Glenn West on Weil’s Global Private Equity Watch blog. It’s entitled On Naval Ramming Bows and Contractual Boilerplate—Are Standard “No Third-Party Beneficiary” Clauses Always a Good Thing? To whet your appetite, I present you the key bits: Glenn reminds us of the limited utility of no-third-party-beneficiary provisions: While most contracts contain … Read More
You know that post I did about a recent English opinion on warrants (here)? Well, Glenn West, a partner at Weil whose name appears regularly on this blog, did a blog post about it too (here). Here’s the bit that caught my attention: This author’s consistent position on this subject is to continue to bow to current market convention in … Read More
Via @lisasolomon I learned of a new piece by Glenn West. It’s entitled Contract Drafting 101: A Checklist Derived from Recent Caselaw, and it forms part of the materials for a course for in-house counsel offered on 10 August 2016 by the State Bar of Texas. It’s available here. For information about the course, go here. In this piece, Glenn considers recent caselaw that illustrates … Read More
Glenn West blogs. He has also grown a hipster beard and moved to Brooklyn. Actually, that last bit isn’t true. But he did recently contribute this post to Weil Gotshal’s Global Private Equity Watch blog. It’s about the recent decision of the Delaware Court of Chancery in FdG Logistics LLC v. A&R Logistics Holdings, Inc., to the effect that a disclaimer of reliance … Read More
Only one person (other than me!) can be counted on to write law-review articles relevant to the building blocks of contract language. That person is Glenn West. It’s a red-letter day when a new Glenn West article plops off the production line, and today I received from the man himself a copy of Consequential Damages Redux: An Updated Study of the Ubiquitous and Problematic “Excluded Losses” … Read More
Longtime readers of this blog will be familiar with Glenn West. His articles on extra-contractual liability (here), consequential damages (here), and “no recourse against others” provisions (here) are all essential reading for anyone serious about understanding those topics. Well, break out the champagne, because Glenn has a new article out. This time it’s on fraud carve-outs in acquisition agreements; go … Read More
I thought that after my recent post on using states instead of represents and warrants (here) I’d feel at peace. But it was not to be. Instead, I felt a yearning, that something was missing. And I knew what I had to do. I set off on my quest, and in the Karakoram, on a ledge high on Gasherbrum IV, I … Read More
Readers of this blog will be familiar with Glenn West and his articles on extra-contractual liability (click here for a copy) and on consequential damages (click here for a copy). You may recall that Glenn is one of my co-presenters in Koncision’s webcast “Drafting and Reviewing Confidentiality Agreements.” Well, The Business Lawyer has just published another Glenn article (with co-author Natalie … Read More
