In guarantees for payment of debt, the key language of performance—hereby guarantees—is usually supplemented with one or more of the following adverbs: absolutely, unconditionally, and irrevocably. I recommend you omit all three. I suspect that many who work with guarantees would find that a shocking notion. But to insist on retaining some combination of the three adverbs is to misunderstand … Read More
Way back in 2006, I considered in this post the distinction between guaranty and guarantee used as a noun. That analysis still applies, and it’s reflected in MSCD. To summarize, the noun guarantee is used to express a meaning analogous to warranty. By contrast, when referring to a promise to pay the debt of another, guaranty is the more popular … Read More
A friend of the blog who enjoys stirring the pot sent me a link to this newsletter produced by the law firm Mayer Brown. When it comes to scholarship, either you’re a dwarf standing on the shoulders of giants, or you’re just a dwarf. By that standard, we got us a couple of not-on-shoulders-of-giants dwarfs in the form of the … Read More
Last week I saw this tweet by @Torcherama: I review contracts in my day job and as a volunteer board member. I get the need for legal language – to a point. But, come on. Appurtenant? Don't make me look up words on top of having to read long, complex sentences. It means "belonging to". Lawyers, do better. #PlainLanguage — … Read More
The above cartoon, by @MartinShovel, caught my eye. I won’t claim to know whether we’re dealing with cause or effect, but a toxin coursing through civic life in both the United States and the United Kingdom is the “post-truth” notion that all that’s required to make our point of view valid is that we believe it. There’s nothing new about … Read More
I’ll be in London in November. In addition to doing a “Drafting Clearer Contracts” seminar on 5 November for my friends at UCL Faculty of Laws (here), I’ll be speaking on 1–2 November at The Legal English Event. I’m looking forward to the The Legal English Event, so I noticed this tweet: What does indemnify mean? What does warrant mean? … Read More
While rooting around on Edgar, as is my wont, I came across the following: You see it? Bang in the middle? “HABENDUM”! I know I don’t get out much, but I’d never seen habendum before. Here’s what Black’s Law Dictionary has to say: habendum clause (hə-ben-dəm) (1829) 1. The part of an instrument, such as a deed or will, that defines the extent of … Read More
The language of contracts in English is basically the same the world over, but with local variations. In the course of my work for LegalSifter this week, I learned of one such variation—the English affinity for the word, uh, variation. Or more specifically, the combination amendment or variation. Actually, it’s not only the English who indulge in this: you see the … Read More
I’ve seen more than my fair share of unfortunate drafting, but my work for LegalSifter has exposed me to a whole new level of stoopid. This post is on the LegalSifter blog. Go here to read the rest.
A reader introduced me to a recent opinion of the Texas Court of Appeals in TEC Olmos, LLC v. ConocoPhillips Co., No. 01-16-00579-CV, 2018 WL 2437449, (Tex. App. 31 May 2018) (PDF here). It raises an interesting issue relating to force majeure provisions, one that has featured in other opinions. Rather than summarize the facts and the proceedings, I’ll cut … Read More
