An anonymous informant—oh what the heck, it was Glenn West—told me that in Channel MedSystems, Inc. v. Boston Scientific Corporation (here), an opinion issued just yesterday by the Delaware Court of Chancery, Chancellor Bouchard cites A Manual of Style for Contract Drafting. More specifically, here’s footnote 236: The parties frame their arguments in terms of “breaches” of representations. The court … Read More
I’m doing what I can to advance the cause, but we’re all fortunate to have Glenn West plugging away, posting his analyses at such a rate that I have a hard time keeping up. For his collected oeuvre, go here. Today’s post is inspired by something from his archives, this 2016 post about whether a provision in which nonparties are … Read More
Thanks to Glenn West, I learned about the recent opinion of the Texas Supreme Court in Burlington Resources Oil & Gas Co. LP v. Texas Crude Energy, LLC (PDF here). The fight was over a technical oil-and-gas issue that’s way above my pay grade. Both parties claimed the language was unambiguous and each offered a vastly different interpretation. The court … Read More
Just in time for Christmas, the January–February 2018 issue of the Harvard Business Review offers us a lump of coal in the form of an article entitled The Case for Plain-Language Contracts (here). It’s by Shawn Burton, general counsel of GE Aviation’s Business & General Aviation and Integrated Systems businesses. It describes “a three-plus-year effort to promote plain-language contracts at GE … Read More
In my post on no-reliance language (here), I link to this blog post by Glenn West. In it, Glenn doesn’t mess about. He mentions me right off the bat. And he drops the G-bomb. That’s right—guru. It’s a label that has stuck with me, probably thanks to this 2007 article in the Canadian periodical The Lawyers Weekly. I’m OK with … Read More
Last week Glenn West—this Glenn West—told me about Pivotal Payments Direct Corp. v. Planet Payment, Inc., No. CVN15C02059 EMD CCLD, 2015 WL 9595285 (Del. Super. Dec. 29, 2015) (PDF here). It involves representations. And warranties. He expected that I would freak. I can see him cackling and rubbing his hands together. Anyone who has read this blog for a while knows that those terms can get … Read More
The great Glenn West let me know about the Delaware Court of Chancery’s recent opinion in Prairie Capital III, LP v. Double E Holding Corp. (PDF here.) This dispute involved purchase of a business; the buyer alleged fraud on the part of officers of the target company. In his opinion, Vice Chancellor Laster dismissed the buyer’s fraud claims to the extent they … Read More
The current issue of Business Law Today, published by the ABA Section of Business Law, contains my article The Phrase Represents and Warrants Is Pointless and Confusing (here). How’s that for a direct title? This article is a boiled-down version of my recent article in the Tennessee Journal of Business Law (here). I omitted discussion of English law, use of only … Read More
Recently I was on the panel for a live webcast—you know, with panelists joining in by telephone and everyone looking at PowerPoint slides on their screens. I didn’t exactly cover myself with glory. Partway through, the battery on my cordless phone expired—thankfully not while I was speaking. I thought it would be safest to call back in on an ancient … Read More
A tidbit to come out this week’s panel discussion at Notre Dame Law School (see this post) was, courtesy of Glenn West, a citation to a poignant Florida case, Espresso Disposition Corp. 1 v. Santana Sales & Mktg. Grp., Inc., 105 So. 3d 592 (Fla. Dist. Ct. App. 2013) (PDF here). This post is on Contract-Automation Clearinghouse. To see the … Read More
