In this comment, reader MLB asks, “What’s your thought on the following phrase: ‘related to, but not limited to’ in a contract?” My response: WTF? A search on EDGAR found only 49 contracts that use the phrase, and perhaps half of them represent multiple instances of contracts based on the same template. So it’s a rarity—thankfully so, as I don’t … Read More
If you’ve subscribed to my blog email updates but haven’t received any—my most recent update was on August 14—you might want to try again. Allow me to explain: Every week, or two, or three, I send to subscribers an email with links to my most recent blog posts. You can subscribe for my email updates by going here. Last week … Read More
In this post you can see the most recent version of my force majeure language. (Excuse the blood, sweat, and tears!) But one change the current version doesn’t reflect is something that Chris Lemens and A. Wright Burke both requested—that I get rid of the phrase force majeure. Here’s what Chris said in this comment: I’m highly prejudiced against law-French, … Read More
The other day, I was walking down the road when I was waylaid by two longtime readers, Chris Lemens and A. Wright Burke. They stuck a hood over my head and hauled me behind the bicycle sheds. They then proceeded to thrash me. I think Chris wielded a shillelagh, whereas A. Wright Burke, despite his higher-education trappings (M. Phil. and … Read More
Recently I encountered cognizant in a contract. It’s a foppish word meaning “knowledgeable of something, especially through personal experience.” It’s not that common in contracts, but it’s not an utter rarity either—it’s in a few dozen contracts filed on EDGAR in the past year. Below is an example of cognizant used in a contract to convey the established meaning; I’d use … Read More
[Updated 15 May 2022 to aadd “in the first sentence of ” to section 12.4(a).] [Updated January 18, 2014, to add to 12.4(b) “or other change in general economic conditions”.] [Updated yet again August 24, 2013, to reflect further comments emailed me by A. Wright Burke.] [Updated August 20, 2013, to reflect changes prompted by A. Wright Burke’s comment.] [Updated … Read More
Via @bradleybclark and this post on Legal Informatics Blog, I learned of a paper entitled “Software Tools for the Visualization of Definition Networks in Legal Contracts.” It’s by Michael Curtotti and Eric McCreath, both of Australian National University, and Srinivas Sridharan of the University of California, San Diego. Here’s the abstract: This paper describes the development of prototype software-based tools for visualizing definitions within legal … Read More
Recently, 3 Geeks and a Law Blog invited readers to suggest basic processes that law firms are really bad at. The responses they received are on display in this post, and two caught my eye: Maintaining Practice Group Forms One of the things that firms still struggle with is managing forms. It was something that has been discussed for years … Read More
For the first time since 2005, I won’t be teaching in the fall, as a member of the adjunct faculty, a law-school course in contract drafting. In one respect, that’s a relief, as I’ll be able to continue my globetrotting unhindered. Abu Dhabi, here we come! But at some point I’d like to resume teaching. Not because I’m the second … Read More
A latecomer to the MSCD family of ambiguity is antecedent ambiguity—uncertainty over what the antecedent is of a given element. But it’s certainly making up for lost time. Today, thanks to that relentless source of leads known as Steven H. Sholk, I’m able to offer you an instance of antecedent ambiguity from the hot-off-the-presses opinion of the Delaware Court of … Read More
