Behold the following: The Sponsor hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: … I’ve seen this provision in different kinds of contracts, notably lending agreements. But I haven’t found any commentary about it. And I don’t believe it’s mainstream in M&A. Here’s how a related concept is usually expressed in M&A … Read More
Regular readers will know that it has long been a hobby of mine to collect weird ways that drafters find to say may. But at some point, your cross the line and it’s no longer fun and games. Instead, you confront the horror. Friends, we’ve reached that point. Behold the following: The Grantee is hereby empowered to do any and … Read More
Go here for episode 54 of The Civil Engineering Podcast, my 20-minute conversation with Christian Knutson on “How to Master the Language for Clearer Engineering Contracts.”
Perhaps some authors buff and polish their reference-work manuscript to a state of gleaming perfection, then place it on a velvet pillow and deliver it to the publisher. Well, that’s not quite how it works with A Manual of Style for Contract Drafting. New Stuff When I started studying the building blocks of contract prose, it was largely uncharted territory. … Read More
Attachment-enumeration nerds—wait, does such a creature exist?—this is for you. It’s the result of my revisiting this subject after being prodded by a reader. If you have any quibbles, I’d be delighted to hear them. *** Enumerating attachments serves two functions. First, the number or letter used in referring to a particular attachment tells readers where they can expect to … Read More
It’s likely that to some degree your templates are constructed of traditional contract language, with all the confusion, wordiness, archaisms, and redundancy that entails. You want to improve your templates so they’re clearer, more concise, and better address your needs. Well, here’s how that might not happen. You assign one of your in-house lawyers to do the work. Pothole 1: … Read More
I’m writing the preface to the fourth edition of A Manual of Style for Contract Drafting. Normally it’s where I’d describe what’s new, but there’s so much new material that listing what’s new would clog up the works. And I don’t know how helpful people would find it. In the third edition I mostly said whether a given chapter was … Read More
The date for my public “Drafting Clearer Contracts” seminar in Charlotte, North Carolina, is now Thursday, 28 September 2017, instead of 22 September. That change was made a few weeks ago, but only now did I figure out that I hadn’t updated the “Public Seminars” page. It will be my first seminar in Charlotte. I hope to see some of … Read More
Can’t we do better than et seq.? Here’s the Black’s Law Dictionary definition: et seq. (et sek) abbr [Latin et sequens “and the following one,” et sequentes (masc.) “and the following ones,” or et sequentia (neuter) “and the following ones”] (18c) And those (pages or sections) that follow <11 USCA §§ 101 et seq.>. And here’s an example from EDGAR: … Read More
Yesterday I did this post about the recent First Circuit opinion in which lack of a serial (or Oxford) comma featured prominently. That opinion prompted no end of articles in the established media (including this article in the New York Times) and no end of chatter on social media. And many of my readers rushed to tell me about it. … Read More
