At an in-house seminar in Moncton, New Brunswick, yesterday—hi, guys!—one of the participants mentioned that he had seen a contract in which it was stated that all undefined terms were as defined in the Oxford English Dictionary. Of course I found an example of that provision on EDGAR: [T]erms not defined in this Development Agreement shall have the meaning ordinarily … Read More
I noticed this article on JD Supra. It’s by two lawyers at the law firm Morgan Lewis, and it’s about the concept of “term” in contracts. I have a different take on some aspects of it, so I offer to the gods of the marketplace of ideas my thoughts on three extracts. First Extract The first issue in establishing the start … Read More
I’m pleased to announce that on Wednesday, 25 January 2017, I’ll be doing a public “Drafting Clearer Contracts” seminar in Heidelberg, Germany. It will be hosted by the European Molecular Biology Laboratory (EMBL). For more information, go here. Note that the room holds only 25 people, so I expect this seminar to sell out. Why plan another seminar, even though I’m … Read More
It’s been a while since I’ve done a blog post about or. Well, the drought is now over, thanks to readers who alerted me to the opinion of the Court of Appeal for Ontario in Rooney v. ArcelorMittal S.A. (here). What was at issue was the language of a statute, not a contract. Specifically, section 131(1) of the Securities Act, which … Read More
What better way to take a break from the Seminarpocalypse® than to travel some more, this time to a conference? Earlier this week I was in Chicago for Clio Cloud Conference 2016, which ran on Monday and Tuesday. Legal-conference travelogues generally don’t make for compelling reading, but here goes anyway. Speaking I was at the conference because @JoshuaLenon had invited … Read More
Earlier this week I was at Clio Cloud Conference 2016. I’ll tell you about that soon, but for now, I just want to make available a link to the interview I did there with Laurence Colletti (@LaurenceEsq) of Legal Talk Network, all 17 minutes and 50 seconds of it: go here. I had fun recording it; thanks to Laurence for making … Read More
In his most recent post on Weil’s Global Private Equity Watch (here), Glenn “Iceman” West discusses a recent Second Circuit opinion relating to Chesapeake Energy’s redemption of $1.3 billion in notes based on Chesapeake’s interpretation of the notes’ supplemental indenture. The supplemental indenture designates the period between 15 November 2012, and 15 March 2013 as the “Special Early Redemption Period.” … Read More
My San Francisco seminars are on Wednesday, 7 December (“Drafting Clearer Contracts”) (more information here), and Thursday, 8 December (the “Advanced” seminar on the categories of contract language) (more information here). Until today, on the Public Seminars page of this site I gave the dates as one day later than they actually are. I’m sorry for any confusion that caused, … Read More
Via this post on the Delaware Corporate & Commercial Litigation Blog, I learned about a recent opinion of the Delaware Court of Chancery that’s relevant to how one goes about making the benefits of a contract available to members of a corporate group. Here’s what MSCD 2.55–.56 has to say about that: It’s commonplace that a member of a group of … Read More
[Updated 9 March 2021] Recently a handful of people have in passing expressed to me the same sentiment: they don’t always agree with me. Given how often I hear this, I’ve long thought that my epitaph should be, “People didn’t always agree with him.” It seems pointless simply to tell me that you don’t always agree with me. What am I supposed … Read More
