Last week Thomson Reuters announced the launch of Westlaw Form Builder: Westlaw Form Builder has been launched—an online document assembly tool that helps attorneys find, assemble and review legal forms with greater speed and accuracy. Attorneys can access more than 20,000 forms anytime and anywhere they have an Internet connection. Forms are customizable, continually updated by Westlaw editors, and have … Read More
Greetings from Geneva! I’m here giving a series of seminars, but I received word that in his recent opinion in GRT, Inc. v. Marathon GTF Technology, Ltd., 2011 WL 2682898 (Del. Ch. July 11, 2011) (go here for a PDF copy), Chancellor Strine of the Delaware Court of Chancery discusses at modest length, in footnote 79, what A Manual of Style … Read More
The New York Times has just published this depressing article by Adam Liptak on judges citing dictionaries. (To access it, you’ll need to comply with the NYT’s subscription plan.) For the reasons cited in the article, it’s generally a bad sign when a judge cites a dictionary. In particular, the notion of judges seeking to clarify the language of statutes … Read More
In my recent post on moral turpitude, I noted that I found odd the phrase “its reasonable but good faith opinion.” I thought I should take a more general look at the relationship between those two concepts. In this post, I considered a side issue—use of reasonable and reasonably. Now it’s time to address the main questions: When should you … Read More
Koncision Contract Automation moved an important step closer to reality today, as I’ve just released a prototype for testing. The prototype is a one-way due-diligence confidentiality agreement; it will be tested by the confidentiality agreement editorial board. (Sorry, I won’t be releasing it for broader testing.) I’ll then adjust the prototype in various ways to fill out the confidentiality-agreement product … Read More
One function of this blog is to give me a forum for screwing up without embarrassing myself too much. In this blog post from last month, I took a second crack at analyzing arising out of or relating to. Further reflection revealed that effort to be, well, lame, and I’ll be deleting it in the next few days. Below is another … Read More
[Updated Sept. 20 12:30 p.m. EDT: I realized that I needed to provide a more succinct version of my analysis. If that’s what you’re looking for, check out this blog item, which I just posted.] I’ve previously explained why the phrases representations and warranties and represents and warrants are pointless and confusing. And that applies whatever the governing law. My … Read More
[Updated 16 September 2024: Go here for my New York Law Journal article based on this post. It’s different, and better! And I’ve decided that the consenting language in the NYLJ article is redundant, for reasons explained in this 2021 blog post.] [Revised Aug. 30 7:20 p.m. EDT to reflect comments by Mark and Richard; revised further Oct. 18 with respect to “arising … Read More
Oxford University Press was kind enough to send me a review copy of their new book Elements of Contract Interpretation, by Steven J. Burton, a professor at the University of Iowa College of Law. I’m now going to repay them for their generosity by observing that I’m having a hard time getting into it. That has little to do with … Read More
Can astute contract drafting can forestall all contract disputes? No, it cannot. Most contract disputes, sure. But not all. For example, vagueness is an essential tool for the contract drafter, as often the future is too uncertain to allow you to be precise. But being vague leaves room for future dispute. And often parties rationally elect to punt on a … Read More
