Here are my latest thoughts on an interesting categories-of-contract-language wrinkle discussed in MSCD 2.155–156: You can express prohibition by means of an exception to language of discretion, but doing so could be a source of confusion, depending on how you do it. Consider the following: Widgetco may sell one or more of the Vehicles except the 1965 Ford Mustang. As a … Read More
Get a load of the following: 10.16 Intervention by Parent. Now unto these presents comes Dynacq Healthcare, Inc., a Nevada corporation, which represents that it owns all of the membership interests of Seller. “Now unto these presents”! It sounds like Shakespeare! “Now is the winter of our discontent …” And how about this: CERTIFICATE OF EXISTENCE To Whom These Presents Come, Greeting: I, TODD … Read More
Some readers may have noticed that in this post discussing problematic terms of art I don’t use the phrase “magic words.” I’ve long used “magic words” as a label for dysfunctional terminology; see this 2010 blog post. But while writing my post on terms of art, I realized that although “magic words” has real snark value, it’s otherwise unhelpful. So … Read More
[This post replaces this previous post, which I deleted, except for the comments. Very occasionally I write something, post it, and then promptly realize that the topic in question is more complex than I had bargained for. That happened with my previous post. I revised it once, but realized that wouldn’t do the trick, and revising it again seemed a … Read More
Having just responded to a traditionalist asserting that I’m flirting with disaster by deviating from “tested” contract language, I was pleased to receive the following email from Andrew Mitton, a lawyer in private practice in Anchorage, Alaska: I’m a faithful reader of your blog and regularly refer to your Manual of Style. I recently redrafted some stock purchase documents to … Read More
I culled the following from a security agreement on EDGAR: … SwissINSO hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Secured Party a lien on and security interest in, all of SwissINSO’s right, title and interest in, to and under, all of the property and assets currently owned by or owing to, or hereafter acquired by or … Read More
Thanks to Eric Goldman (@ericgoldman) I learned about a recent opinion out of the U.S. District Court for the Eastern District of Virginia. (PDF copy here.) It relates to a dispute between Corbin Bernsen, actor, and Innovative Legal Marketing. Bernsen acted as spokesperson for an ILM campaign, but it all ended in tears. What caught Eric’s eye, and mine, was … Read More
[I’ve deleted this post because it has been supplanted by this post. Sorry for the discombobulation!]
My industrious assistant Max the Pekingese died today. Why write about it on this blog? Well, I dedicated the second edition of A Manual of Style for Contract Drafting in part to him; I hope that’s enough of an excuse. Max joined us nine years ago, after he was found wandering the not-so-mean streets of our town, Garden City. I’d never … Read More
Earlier this year I wrote this post about Ridacto, a new contract-analysis tool. When recently a reader asked me what had happened to Ridacto, I went to its website and found it vacant. Ridacto is no more. That doesn’t come as a surprise. It’s a safe bet that most new ventures in any field are more likely to fail than … Read More
