My attention has been turning to the third edition of A Manual of Style for Contract Drafting, and I’d appreciate your input on a vital issue: What should I call it? The current title is fine, but it’s generic. And it’s not conducive to being shortened—MSCD leaves something to be desired as a moniker. The obvious thing to do would … Read More
Yeah, yeah, attorn has an established legal meaning, although I’ve never had occasion to use it. From Garner’s Dictionary of Legal Usage, here’s the definition of the related noun: attornment has two analogous senses, the first relating to personal property and the second relating to land. It may mean either (1) “an act by a bailee in possession of goods … Read More
I thought it time to hoist out of the comments a discussion of obligation versus duty. Here’s what reader AWB said in this comment: By the way, any time is a good time to reconsider your preference of “obligation” (ten letters, four syllables) over “duty” (four letters, two syllables). They’re equally Latinate, but “duty” is easier to chew and has … Read More
I received the following email from a new U.S.-trained lawyer working outside the U.S. Hi there, I’m a new lawyer starting my first real legal job as in-house counsel for a new legal department in a foreign company. Much of the work I’m doing involves taking over and reviewing a broad range of contracts for projects or deals already underway. Some of these … Read More
Over the past couple of days I’ve been dipping into the new book co-authored by Antonin Scalia and Bryan Garner, Reading Law: The Interpretation of Legal Texts. My interest is drafting contracts, not interpreting them. But to stay out of trouble when drafting contracts, it helps to have a decent grasp of how judges ascertain the meaning of contract language. So … Read More
Bryan Garner has an article on shall in the current issue of the ABA Journal (go here for the online version). It doesn’t say anything new, and I don’t need to add anything to what I said in this post from September 2011.
[Adjusted 4:30 p.m. EDT, July 28, 2012, to implement the recommendations made by A. Wright Burke in his comment; revised 7:00 a.m. EDT, July 31, 2012, to overhaul the section on indemnify and hold harmless; revised August 13, 2012, to add paragraph “Recover for External Events or Circumstances”.] Over the past four years I’ve considered indemnification in half a dozen … Read More
Consider the phrase reasonable wear and tear, as in “The Grantor shall maintain the Equipment in good working order, reasonable wear and tear excepted.” I know that reasonable wear and tear is standard, but it’s also a bit quaint: Wear is fine, but what’s with tear? Presumably the nifty rhyme has a lot to do with it. (Garner’s Dictionary of … Read More
What’s the difference between seller and vendor used as defined terms for party names? Here’s what Bryan Garner has to say in Garner’s Dictionary of Legal Usage: In specific contexts, however, a differentiation is emerging: in computer contracting, the practice is to use vendor rather than seller almost exclusively. The term vendor is used in two senses: (1) “any member … Read More
I’d be grateful for your thoughts on the following question: What determines whether an organization uses a purchase order (with additional terms on the back or separately) when buying goods or services or instead puts all the terms in a contract?
