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
I was surprised to have my publisher point out to me that although in the manuscript for the third edition of MSCD I had cited the fifteenth edition, the sixteenth edition of The Chicago Manual of Style has been with us since 2010. So I immediately bought a copy and updated my CMoS references. It’s no mystery why I should … Read More
I spent the summer poring over the manuscript of the third edition of A Manual of Style for Contract Drafting. Then I read through it again. Then a few friends of the blog read through some or all of it and caught a bunch of glitches: extra words, words that should be in italics but weren’t, incorrect cross-references, and so … Read More
A reader sent me a link to this article on Lexology (free registration required). It’s about that old favorite, best endeavours, and it discusses an April 2012 case before the Court of Appeal, Jet2.com Limited v Blackpool Airport Limited (copy here), that involves a dispute over what a contract party was required to do to comply with a best endeavours provision. … Read More
Brian Rogers, aka @theContractsGuy, let me know of the recent Missouri Court of Appeals case FH Partners, LLC v. Complete Home Concepts, Inc. (The official copy is here; a copy from Westlaw is here). It provides a useful reminder of the limits to giving retroactive effect to a contract if that contract is part of a series of transactions. Here’s a very … Read More
[Revised 6:30 p.m. EDT, October 13, 2012, to reflect suggestions by Rodney Huddleston.] Thanks to a recent case, I stumbled on a subset of ambiguity associated with or. Consider Ohio Rev. Code Ann. § 1705.35 (West): Instruments and documents providing for the acquisition, mortgage, or disposition of property of a limited liability company are valid and binding upon the company … Read More
Neal Goldfarb has unleashed on the world this post comparing how the judicial principles of interpretation that have a bearing on syntactic ambiguity compare with how English is actually understood. It looks rigorous as heck, but I haven’t read it yet. Why not? Well, it is quite long, but the main reason is that Neal’s a litigator and I’m a … Read More
Via Ron Friedmann, I learned that Integreon, the legal-process-outsourcing vendor, has announced here a “new collaborative legal services delivery model” with the law firm Seyfarth Shaw. I gather from Ron’s tweet that it’s the third such partnership. The announcement is in businessspeak, featuring bombast, clichés, nominalizations, and gratuitous quotation marks. But the gist of it is that Integreon has partnered … Read More
I draw your attention to Preston M. Torbert, Contract Drafting: A Socratic Manifesto, 14 Scribes J. Legal Writing 93, 119 (2012) (PDF copy here). Preston is a retired practitioner who teaches and writes about contract drafting; he was kind enough to send me a copy of the article. Apart from the introductory paragraph, the article is written entirely in questions. … Read More
