A few days ago I encountered the word coterminous for the first time … ever? Of course, it was in a contract. Here’s the Blacks Law Dictionary definition: coterminous (koh-tər-mə-nəs) adj. (18c) 1. (Of ideas or events) coextensive in time or meaning <Judge Smith’s tenure was coterminous with Judge Jasper’s>. Is coterminous a worthwhile term of art, or is it … Read More
Thanks to a tip from @ZedtheGamer, I encountered the concept of anniversary month in this bit of convolution: Anniversary month evidently means the month in which the anniversary of a given event occurs. Here’s how it’s defined in an Illinois statute: “Anniversary month” means the month in which the anniversary of the limited liability company occurs. By default it’s forward-looking, … Read More
Last weekend I indulged myself with this post, in which I observed, without surprise, that I’m hardly ever challenged in the marketplace of ideas. Well, if traditionalists aren’t challenging me, what do they contribute to the marketplace of ideas? I don’t go looking for such stuff, so for this blog post I’m relying on a tip from a reader. To … Read More
Generally, parentheses are of limited use in contracts. As MSCD says, “The limited and stylized prose of contracts isn’t the place for explanations and asides, so drafters should have no reason to use parentheses to serve that function.” But parentheses do serve a few specific functions. For example, MSCD says that “if you need to express that two different arrangements … Read More
Yesterday someone mentioned to me the phrase as between the parties. I hadn’t ever looked at that phrase before, so off to EDGAR I went: If any of the provisions of this Amendment are inconsistent with or in conflict with any of the provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the provisions … Read More
Sometimes inspiration comes from unlikely sources. Here’s an exchange I saw on Twitter: “Upon information and belief” is how a great deal of attorneys begin interrogatory answers or open paragraphs in complaints or motions…this suggests to me that a lawyer crafted this tweet, which is frightening in itself… — Liz Homsy (@Lizzidi) April 1, 2020 I agree that on information … Read More
Wearing my LegalSifter-advisor hat, I’ve been looking at what people try to cover in limitation-of-liability provisions—in other words, what they won’t be responsible for. Here’s what I’ve come up with in half an hour of rooting around on EDGAR: Consequential damages Special damages Direct damages General damages Indirect damages Incidental damages Punitive damages Exemplary damages Loss of profits Collateral damages … Read More
Thanks to Kim Reid, general counsel at Signalta Resources Limited, a private Calgary energy company, I belatedly learned of a troubling 2019 decision by Justice Fairburn of the Ontario Court of Appeal, Andros v. Colliers Macaulay Nicolls Inc., 2019 ONCA 679, 2019 (Westlaw PDF here; the court’s PDF here). It involves interpretation of this termination provision in an employment agreement: … Read More
Regular readers of this blog will be familiar with Glenn West. When it comes to analysis of contract boilerplate with big-deal implications, no one comes close to Glenn. But Glenn has a mischievous side. He’ll sporadically send me stuff that he must know will irritate me; I imagine him hitting “Send” with a bit of a cackle. In the past … Read More
I was frittering time away on Twitter last night, when out of the blue this tweet from @IPDpdraughts came my way: Last week I saw an “affluxion of time” in a contract. — Mark Anderson (@IPDraughts) January 27, 2020 “Affluxion of time”? Some rooting around showed me that affluxion of time does indeed exist, although with only 25 instances on EDGAR, … Read More
