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
I made it a point to have outside lawyers play a part in my course at Notre Dame Law School. I don’t know from pedagogy, so not a lot of forethought went into that decision. I simply figured that I should try to give my students a glimpse of the role of contract drafting in the larger world, rather than just the … Read More
It’s West LegalEdcenter’s sensible policy to pull webcasts after a couple of years. It follows that they’re no longer offering the “Drafting and Reviewing Confidentiality Agreements” webcast that I did for them in 2012. Well, I’m comfortable saying that the state of the law and practice is such that the webcast is still entirely relevant. So rather than let it languish, I’m now making it … Read More
In this post last month I proposed yet another category of contract language—language of belief. Here’s a cleaned-up version of my example of language of belief: The parties believe that this agreement complies with the requirements of section 409A of the IRS Code. But consider the follow observation by Glenn West, which comes from our recent exchange (see this post): In … Read More
[Updated 5 January 2016: Go here for my 2015 article on this topic under U.S. and English law; go here for my shorter 2015 article on this topic under U.S. law.] [Revised 11:00 p.m. EDT, May 23, 2012, to add that you should say “states the following facts.” Further revised 8:30 a.m. EDT, May 24, 2012, to change it to … Read More
