Referencing “attached T&Cs” in a purchase order? Better make sure they’re...
Catching up on reading, here’s an opinion from a Texas appeals court — possibly driven by a desire to preserve an arbitration award — about the point at which an exchange of emails and attachments...
View ArticleShould I try to help The Other Side’s lawyer? A discussion
The following is adapted from comments I made at Sean Hogle’s splendid lawyers-only discussion forum redline.net, in a thread entitled Run your own redline dammit. Responding to Sean’s post saying...
View ArticleA two-sentence NDA?
Here’s a two-sentence confidentiality provision that I recently added to the fine print of a purchase-order form proposed by a customer of one of my clients (a provider of highly specialized big-data...
View ArticleDrafting error in specifying payout “each calendar month” costs company $1.5M
A manufacturer terminated a sales-representative company, as permitted by their contract, for failing to meet quota. The rep received commissions ranging between 15% and 22% of sales. The manufacturer...
View Article“Reply to All” emails cc’ing another lawyer’s client don’t violate Rule 4.2,...
In my Contract Drafting class tomorrow I’ll be discussing the Formal Opinion 503 issued this month by the ABA’s Standing Committee on Ethics and Professional Responsibility. (The hypothetical) facts...
View Article“And” could mean “or,” says Delaware supreme court in Weinberg v. Waystar –...
The setting: A company’s option-agreement form allowed the company to repurchase the relevant ownership interests “during the six (6) month period following (x) the (i) [t]ermination of [the...
View ArticleMerck v. Bayer: Court creates a wall of words where there was none
Get a load of the long, complex contract clauses “reproduced” in this week’s Merck v. Bayer decision concerning whether talc-litigation liabilities were transferred in Merck’s 2014 asset sale of its...
View ArticleMerck v. Bayer – clarification
In the previous post, my initially-published version (which went out to this blog’s email subscribers but which I subsequently revised) blamed the Bayer and Merck lawyers for the wall-of-words...
View ArticleContract Drafting Rules
In the Contract Drafting course that I teach at the University of Houston Law Center, I stress a number of real-world rules designed to help get workable contracts to signature sooner and keep clients...
View ArticleWash. S. Ct.: “Within X days”– before, or after?
This week, Washington state’s supreme court decided Nelson v. P.S.C., Inc., which turned on whether a state statute’s reference to “within three years of the marriage” required a specified event to...
View Article
