Last week I gave my “Drafting Clearer Contracts” seminar in Santa Clara. During a break, one of the participants asked me if I thought it matters in what order the parties sign a contract. More specifically, she’s concerned about sending out a contract drafted and signed by her company and getting back a fully signed copy with changes added by … Read More
The following language was at issue in a recent case before the Appellate Court of Connecticut, Loso v. Loso, 132 Conn. App. 257 (2011): The defendant agrees to pay for one-half the cost of Sarah’s college educational expenses for a four year degree net of scholarships or grants, subject to the limitation that said cost shall not exceed the tuition for … Read More
One function of recitals is to state, simply and succinctly, the purpose of the transaction. Different verbs can be used to accomplish that. When what follows is another verb, one traditional choice is desire to (and no, I don’t endorse use of WHEREAS in the following examples): WHEREAS, the Stockholders desire to set forth their agreement as to certain matters … Read More
In this recent post on IP Draughts, Mark Anderson said the following: Mostly, though, [contract format] is a mixture of logic and sentiment. Logic, in the sense that, in well-drafted contracts, the format will be helpful in finding the information that the reader requires, eg in the order of clauses, the use of headings and numbering, and so on. Sentiment, … Read More
To count as an authority these days, I think you need two things: First, a substantial body of work. And second, a megaphone. If you can’t be bothered to take part in the general hubbub, how are we meant to hear what you have to say? And why should we care? Using those criteria, I think of Mark Anderson as England’s foremost … Read More
[Updated 6 September 2022 to reflects the recommendation in Jurisdiction Provisions, Part 1: Stop Using Consent-to-Jurisdiction Provisions! (24 Aug. 2019).] Jurisdiction provisions (also known as forum-selection provisions) are a fruitful source of dispute. Check out this May 2011 post, as well as this post and this post on AdamsDrafting. [And the more recent posts include Part 2, Part 3, and … Read More
The following case caught my eye: Conrail v. Grand Trunk W. R.R. Co., 2011 U.S. Dist. LEXIS 137910 (D. Mich. Dec. 1, 2011). And not because it has anything significant to say about a given usage, but instead because of the pretty fundamental nature of the confusion on display, namely confusion over the meaning of the phrase “Trenton Steel Warehouse.” … Read More
I noted in my previous post (here) that of the Australian contracts that I’ve been reviewing, some include a conspicuous law-firm logo. But I also noticed that a majority contain one or more of the following document-design embellishments: varying point sizes use of a serif typeface for body text and a sans-serif typeface for headings use of colored headings use … Read More
Today I glanced at a handful of PDFs of contracts drafted by some of Australia’s bigger law firms. One thing I noticed is that a few of the contracts bore a conspicuous law-firm logo, on a cover sheet before a table of contents. In this December 2009 post on AdamsDrafting I wrote about putting a company logo on a contract. … Read More
During my seminar at the Calgary office of Blakes last Saturday, I made my usual point regarding best efforts: as a matter of idiom and contract logic, it’s untenable to suggest that a best efforts obligation is more onerous than a reasonable efforts obligation. Case closed, game over. I’ve previously considered Canadian caselaw on this ostensible distinction, most recently in … Read More
