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Debunking The Efficacy Of Standard Contract Boilerplate: Part V, David Spratt Oct 2022

Debunking The Efficacy Of Standard Contract Boilerplate: Part V, David Spratt

Articles in Law Reviews & Other Academic Journals

After five installments, we can end our discussion of contract boilerplate. We have slashed the outdated language and emerged as a clear and contemporary legal writer. Be willing to adapt what has worked well in the past because change is the foundation of human ingenuity.


Debunking The Efficacy Of Standard Contract Boilerplate: Part Iv, David Spratt Apr 2022

Debunking The Efficacy Of Standard Contract Boilerplate: Part Iv, David Spratt

Articles in Law Reviews & Other Academic Journals

We have belabored the archaic and prohibited use of "said" as a synonym for "the." But this paragraph needs more work. First, the phrase "irrespective of the fact that" is wordy and could be replaced with the plain language alternative of "even though." Second, "one or more of the parties now is, or may become, a resident of a different state" also could be streamlined. The phrase is easy enough to understand but cut to the chase. Replacing this phrase with "either party now or later resides in a different state" does the trick.


Debunking The Efficacy Of Standard Contract Boilerplate: Part Iii, David Spratt Oct 2021

Debunking The Efficacy Of Standard Contract Boilerplate: Part Iii, David Spratt

Articles in Law Reviews & Other Academic Journals

There are several things wrong with this paragraph. First, the heading "Knowledge of Residence" is underinclusive, as the paragraph concerns more than where each party lives. A more inclusive and effective heading would be "Knowledge of Contact Information." Second, the introductory phrase is ambiguous, as one could read "for so long as the minor children are less than eighteen years of age" as requiring the parties to exchange information only until one of the parties' children turns 18. Moreover, "eighteen years of age" is archaic and clunky legalese. Keep it simple, solicitors: "eighteen" or "age eighteen" would suffice. Applying these …


Improve Recitals And Consideration Clauses With Plain Language, David Spratt Apr 2021

Improve Recitals And Consideration Clauses With Plain Language, David Spratt

Articles in Law Reviews & Other Academic Journals

As used in a "WHEREAS" clause, the term "whereas" simply means "considering that" or "that being the case." There is no legal effect to the word "whereas." It, like many other words used in standard contract boilerplate, is left over from some long-forgotten era of legal writing when lawyers used big words and legalese to impress clients with their intelligence and to justify their bills. These times have (or at least should have) passed. Today, documents must be accessible to those who use them: in most cases the clients for whom such documents are drafted.


Debunking The Efficacy Of Standard Contract Boilerplate: Part I, David Spratt Oct 2020

Debunking The Efficacy Of Standard Contract Boilerplate: Part I, David Spratt

Articles in Law Reviews & Other Academic Journals

Many contracts start with an introductory paragraph like this one: THIS AGREEMENT is made and entered into said 5th day of June, 2020, by and between JOHN JONES (hereinafter referred to as "Jones") and MARY SMITH (hereafter referred to as "Smith"), hereinafter referred to together as "the parties." Where do I find my red pen? There are so many problems with this introduction, I might run out of ink.


Year In Review: The Federal Circuit's 2019 Government Contract Law Decisions, Nathaniel E. Castellano Jan 2020

Year In Review: The Federal Circuit's 2019 Government Contract Law Decisions, Nathaniel E. Castellano

American University Law Review

No abstract provided.


The Modernization Of Government Contract Appeals And The Federal Circuit, Jeri Kaylene Somers Jan 2020

The Modernization Of Government Contract Appeals And The Federal Circuit, Jeri Kaylene Somers

American University Law Review

No abstract provided.


Why Choose Ltas? An Empirical Study Of Ohio Manufacturers’ Contractual Choices Through A Bargaining Lens, Juliet P. Kostritsky, Jessica Ice Jan 2020

Why Choose Ltas? An Empirical Study Of Ohio Manufacturers’ Contractual Choices Through A Bargaining Lens, Juliet P. Kostritsky, Jessica Ice

American University Business Law Review

This Article contributes to recent scholarship regarding Long Term Agreements (“LTAs”) by providing empirical evidence that suppliers are more likely to undertake the costs of an LTA if the transaction requires significant capital expenditures or the potential for large sunk costs. Through a survey of a random group of sixty-three Ohio manufacturers, the Article explores why manufacturers with a full range of contractual and non-contractual solutions might choose one set of arrangements over others.1 It then seeks to link its findings to a broader theory of how parties bargain to solve durable problems under conditions of uncertainty, sunk costs, and …


Stay In The Fight With Civility And Professionalism, David Spratt Jan 2020

Stay In The Fight With Civility And Professionalism, David Spratt

Articles in Law Reviews & Other Academic Journals

No abstract provided.


Dillon's Rule: A Check On Sheriff's Authority To Enter 287(G) Agreements, Gregory Taylor Jan 2019

Dillon's Rule: A Check On Sheriff's Authority To Enter 287(G) Agreements, Gregory Taylor

American University Law Review

No abstract provided.


Keynote Address: Modern Supply Chains And Outmoded Contract Law, Alan Schwartz Jan 2019

Keynote Address: Modern Supply Chains And Outmoded Contract Law, Alan Schwartz

American University Law Review

No abstract provided.


Contracting For Human Rights: Looking To Version 2.0 Of The Aba Model Contract Clauses, Sarah Dadush Jan 2019

Contracting For Human Rights: Looking To Version 2.0 Of The Aba Model Contract Clauses, Sarah Dadush

American University Law Review

No abstract provided.


A Bargaining Dynamic Transaction Cost Approach To Understanding Framework Contracts, Juliet P. Kostritsky Jan 2019

A Bargaining Dynamic Transaction Cost Approach To Understanding Framework Contracts, Juliet P. Kostritsky

American University Law Review

No abstract provided.


Something Else: Specific Relief For Break Of Human Rights Terms In Supply Chain Agreements, Jonathan C. Lipson Jan 2019

Something Else: Specific Relief For Break Of Human Rights Terms In Supply Chain Agreements, Jonathan C. Lipson

American University Law Review

No abstract provided.


Private Law Remedies, Human Rights, And Supply Contracts, Jennifer S. Martin Jan 2019

Private Law Remedies, Human Rights, And Supply Contracts, Jennifer S. Martin

American University Law Review

No abstract provided.


The New Social Contracts In International Supply Chains, David Snyder Jan 2019

The New Social Contracts In International Supply Chains, David Snyder

American University Law Review

No abstract provided.


2018 Government Contract Law Decisions Of The Federal Circuit, Collin Swan, Victor Pham Jan 2019

2018 Government Contract Law Decisions Of The Federal Circuit, Collin Swan, Victor Pham

American University Law Review

No abstract provided.


American V. British Rule: The Impact Of James G. Davis Construction Corp. V. Hrgm Corp. On Fee-Shifting Provisions In The Maryland And D.C. Area, Maxwell Terhar Jan 2019

American V. British Rule: The Impact Of James G. Davis Construction Corp. V. Hrgm Corp. On Fee-Shifting Provisions In The Maryland And D.C. Area, Maxwell Terhar

American University Business Law Review

No abstract provided.


The New Social Contracts In International Supply Chains, David Snyder Jan 2019

The New Social Contracts In International Supply Chains, David Snyder

Articles in Law Reviews & Other Academic Journals

This Article considers, from legal, practical, moral, and policy perspectives, Model Contract Clauses (MCCs) to protect the human rights of workers in international supply chains. The product of the ABA Business Law Section Working Group to Draft Human Rights Protections in International Supply Contracts, the MCCs are an effort to provide companies with carefully researched and well-drafted clauses to incorporate human rights policies into supply contracts (purchase orders, master vendor agreements, and the like). The Article discusses the impetus, goals, and strategies of the MCCs and explains the paradigm of the corporate, operational, and political landscape for which they are …


Contracts Are Like Snowflakes, David Spratt Jan 2019

Contracts Are Like Snowflakes, David Spratt

Articles in Law Reviews & Other Academic Journals

No abstract provided.


Federal Circuit Jurisdiction: Looking Back And Thinking Forward, Timothy B. Dyk Jan 2018

Federal Circuit Jurisdiction: Looking Back And Thinking Forward, Timothy B. Dyk

American University Law Review

No abstract provided.


2017 Government Contract Law Decisions Of The Federal Circuit, Dennis J. Callahan, Lauren B. Kramer, Lucas T. Hanback, Stephen L. Bacon Jan 2018

2017 Government Contract Law Decisions Of The Federal Circuit, Dennis J. Callahan, Lauren B. Kramer, Lucas T. Hanback, Stephen L. Bacon

American University Law Review

No abstract provided.


Interpreting Contracts Without Context, John Coyle, W. Mark C. Weidemaier Jan 2018

Interpreting Contracts Without Context, John Coyle, W. Mark C. Weidemaier

American University Law Review

No abstract provided.


Antitrust Enforcement Against Platform Mfns, Jonathan Baker, Fiona M. Scott Morton Jan 2018

Antitrust Enforcement Against Platform Mfns, Jonathan Baker, Fiona M. Scott Morton

Articles in Law Reviews & Other Academic Journals

Antitrust enforcement against anticompetitive platform most favored nations (MFN) provisions (also termed pricing parity provisions) can help protect competition in online markets. An online platform imposes a platform MFN when it requires that providers using its platform not offer their products or services at a lower price on other platforms. These contractual provisions may be employed by online platforms offering hotel and transportation bookings, consumer goods, digital goods, and handmade craft products. They have been the subject of antitrust enforcement in Europe but have drawn only limited antitrust scrutiny in the U.S. Our paper explains why MFNs employed by online …


Conspicuous Philanthropy: Reconciling Contract And Tax Laws, William A. Drennan Jan 2017

Conspicuous Philanthropy: Reconciling Contract And Tax Laws, William A. Drennan

American University Law Review

It sold for $15 million, and the IRS treated it as worthless. Avery Fisher, a titan of industry and a lover of classical music, made a generous contribution to renovate a charity's building, and in exchange the charity agreed to name the building after Fisher in perpetuity. Forty years later, the Fisher family sold the naming rights back to the charity for $15 million in cash. The IRS treats these publicity rights as worthless when charities grant them, and this generates substantial tax benefits for the donor and the donor's family. In contrast, the common law can treat these publicity …


Combating Impunity: Contractor Liability For Torture During Times Of War Under The Wartime Suspension Of Limitations Act, Claire Jabbour Jan 2017

Combating Impunity: Contractor Liability For Torture During Times Of War Under The Wartime Suspension Of Limitations Act, Claire Jabbour

American University Business Law Review

No abstract provided.


If You've Seen One, You Have Not Seen Them All, David Spratt Jan 2017

If You've Seen One, You Have Not Seen Them All, David Spratt

Articles in Law Reviews & Other Academic Journals

No abstract provided.


2015 Survey Of Government Contract Cases Before The Federal Circuit, Kathleen Hsu Jan 2016

2015 Survey Of Government Contract Cases Before The Federal Circuit, Kathleen Hsu

American University Law Review

No abstract provided.


The Federal Circuit's 2014 Government Contract Decisions, Kyle R. Jefcoat Jan 2015

The Federal Circuit's 2014 Government Contract Decisions, Kyle R. Jefcoat

American University Law Review

No abstract provided.


To Pay Or Not To Pay: Interpretation Of Section 302 Of The Labor Management Relations Act As Evidenced By Titan Tire, Dylan Mooney Jan 2014

To Pay Or Not To Pay: Interpretation Of Section 302 Of The Labor Management Relations Act As Evidenced By Titan Tire, Dylan Mooney

American University Business Law Review

No abstract provided.