Consider the following: Orbitz may refuse to deliver Shares to the Employee if Employee fails to comply with Employee’s obligations in connection with the Tax Related Items. Refusal is in response to a request. Instead of may refuse, I’d always use that standard component of language of discretion, is not required to. It allows you to address the issue on a more fundamental … Read More
In this recent blog post, I considered a kind of ambiguity relating to or that I hadn’t encountered previously. My first, and offline, attempt at an analysis was feeble. My next attempt, which I posted, made a good deal more sense, but a prominent linguist pointed out several flaws and offered his take on those issues, which I cheerfully co-opted. … Read More
Thanks to Sandy, we had to reschedule my Washington, D.C. and New York City “Drafting Clearer Contracts” seminars for West LegalEdcenter. They’re now being held on Wednesday, December 5 (Washington, D.C.) and Friday, December 7 (New York City). And the San Francisco seminar will be on Tuesday, December 11, as scheduled. For more information, go here.
Consider the following (emphasis added): This agreement is personal to the Employee. The Employee shall not assign any of the Employee’s rights or delegate any of the Employee’s obligations under this agreement to any other person, except that the Employee may assign the Employee’s rights under this agreement to the Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees … Read More
Linguists and English-usage types have long engaged in a back-and-forth regarding the extent to which it’s appropriate for English usage to be subject to “rules.” On one side are descriptivists; on the other, prescriptivists. Here’s how journalist Robin Lane Greene described the tussle in a recent New York Times debate with Bryan Garner: Welcome to another round of the Language … Read More
I’ve finished compiling the index for the third edition of MSCD. It’s fairly long—it occupies 22 pages of a single-spaced, single-column Word document. Perhaps by way of rationalizing the work involved, I offer the following observations: A sure sign of a dubious reference work is a skimpy index. And a sure way to compromise an index is for the author to … Read More
There seems to be no end to the bizarro verb structures that drafters opt for. Today I saw the following in a contract: “Consultant will be expected to perform the Services.” I said to myself, WTF! I promptly went on the SEC’s EDGAR system, where I had no trouble finding instances of will be expected to. It occurs in 289 … Read More
Allonge? Do we have to? Here’s how Black’s Law Dictionary defines allonge, a noun: “A slip of paper sometimes attached to a negotiable instrument for the purpose of receiving further indorsements when the original paper is filled with indorsements.” (An indorsement serves to transfer or guarantee a negotiable instrument or to acknowledge payment.) Black’s gives 1859 as the date of … Read More
It might be easy enough to spot a particular issue when structuring a transaction. But addressing that issue appropriately in a contract requires careful aim, as anything other than a direct hit might create awkward problems. For example, I saw on Twitter, via the indefatigable Rob Hyndman, a link to this blog post by Michael Fitzgibbon of the Ontario employment … Read More
In this November 2011 post I introduced language of intention. It makes sense to use language of intention to articulate those aspects of a contract relationship that are subject to judicial scrutiny, meaning that the parties cannot establish them definitively in the contract. For the heck of it, here’s another example of language of intention, namely the basic version of … Read More
