During a recent in-house seminar, a participant took issue with one of my sample provisions, namely This agreement terminates on August 23, 2007. The participant argued that termination entails one or more parties’ ending a contract sooner than it otherwise would have ended; he said that in this case the correct word to use would have been expires. At the … Read More
Last Monday I posted this blog item about how St. John’s Law Review had published a new article by me and Alan Kaye entitled Revisiting the Ambiguity of “And” and “Or” in Legal Drafting. So when I discovered, courtesy of Howard Bashman via the (new) legal writer, that the Eighth Circuit Court of Appeals had considered the meaning of or … Read More
If you want to know more about what’s involved in adding an electronic signature to a contract, I suggest that you look at this post by Dennis Kennedy. In addition to links to some useful background information, it includes a link to a post by Adobe’s Rick Bornstein on creating and using signature stamps in Adobe Acrobat. My interest in … Read More
In this item that he posted on his blog last November, Wayne Schiess mentions that when he was a full-time practicing lawyer, he thought he was a good writer. He says he now realizes that he was quite mediocre and unaware of his limitations. He poses the following question: “Many practicing lawyers today believe themselves to be good writers, above … Read More
St. John’s Law Review has just published my new article, Revisiting the Ambiguity of “And” and “Or” in Legal Drafting. My co-author is Alan S. Kaye, professor of English, comparative literature, and linguistics and director of the Laboratory of Phonetic Research at California State University, Fullerton. Click here to go to a copy of the article. Here’s the abstract: Most … Read More
It’s high time I tackled warranty and the related verb to warrant. Here’s my first stab at this topic. Background In this Business Law Today article and this follow-up blog post I demonstrate that it’s pointless and confusing to use the phrase represents and warrants (and representations and warranties) in a contract, or at least one governed by the law … Read More
Fans of overkill—if you like from the beginning of time, you’ll love throughout the universe. You can find it in rights-granting language, as in the following example (emphasis added): Client shall have the sole and exclusive right throughout the universe in perpetuity to use and exploit all or any part of the Properties and all or any part of any … Read More
Quite a few readers of this blog have signed up to be notified by email whenever I post a new item. But I suspect that there are those who find it a bit intrusive to receive an email from me once, twice, or three times a week. If that applies to you—and I know I’d find it a bit of … Read More
I like to think that my recommendations regarding contract drafting fly under the radar—that most people who read an MSCD-compliant contract won’t find anything disconcertingly unfamiliar about it. But corporate resolutions are a different matter. (By corporate resolutions, I mean the resolutions that the governing body of a legal entity adopts to memorialize its decisions.) When it comes to drafting … Read More
Now that the holidays have come and gone, allow me to take the liberty of reminding you that my two seminars with West Legalworks are fast approaching. The seminars are entitled Contract Drafting—Language and Layout and address topics I discuss in MSCD. I’ll be in New York on February 7th and in Atlanta on March 7th. For more information, go … Read More
