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
I’m pleased to announce that West LegalEdcenter is now offering a new Koncision webcast, “Drafting and Reviewing Confidentiality Agreements.” It weighs in at 1 hour and 13 minutes and comes with CLE credit. Go here for more information. Joining me as co-presenters on the webcast are two of my favorite people, Chris Lemens and Glenn West. Both will be familiar … Read More
In this May 2011 blog post discussing the Texas Supreme Court’s opinion in Italian Cowboy Partners, I acknowledged that if you want to increase the odds of avoiding fraud liability for extracontractual statements of fact, it would be prudent to use “no reliance” language instead of just saying that Acme has made no representations other than those stated in the … Read More
