Contract Drafting
Entries across the digest that deal with contract drafting.
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Contracts & Commercial
Contract Interpretation: Plain Meaning, Ambiguity, and Parol Evidence
A court reading a disputed term begins with the writing itself. Extrinsic evidence enters only through ambiguity, and states disagree about how wide that door opens.
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Contracts & Commercial
Limiting Liability: Caps, Carve-Outs, and Consequential Damages Waivers
A liability clause caps recoverable amounts and strikes whole damage categories. State contract law controls whether it holds, and predictable drafting gaps make it fail.
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Contracts & Commercial
Conditions Precedent and Closing Deliverables
Conditions precedent decide when a closing obligation comes due. Courts read them narrowly because forfeiture is disfavored, and ambiguous language is usually treated as a promise instead.
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Contracts & Commercial
Termination for Convenience Compared With Termination for Cause
A convenience termination requires no breach but is limited by good faith and usually costs money. A for-cause termination requires a real default and exposes the terminator to damages if it is wrong.
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Contracts & Commercial
Confidentiality Agreements: Scope, Term, and the Residuals Clause
What an NDA actually protects depends on the definition of confidential information, the carve-outs, the survival period, and whether a residuals clause lets memory win.
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Contracts & Commercial
Electronic Signatures and Record Retention Under ESIGN and UETA
Federal ESIGN and state UETA keep an electronic signature or record from being denied effect just for being electronic, provided the parties agreed and the deal is not excluded.
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Contracts & Commercial
Choice of Law and Forum Selection: Drafting and Enforcement
Two clauses do different jobs: one picks the governing law, one picks the courthouse. Each is usually enforced, and each fails in a narrow set of situations worth knowing.
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Contracts & Commercial
Battle of the Forms: Whose Terms Govern a Purchase Order
When a purchase order and a seller acknowledgement disagree, the state's version of UCC 2-207 decides which terms survive, and the answer is rarely one form winning outright.
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Bankruptcy & Debt
Leases and Executory Contracts in Bankruptcy
A debtor may assume, assume and assign, or reject an executory contract or unexpired lease. Assumption requires curing defaults and giving adequate assurance; rejection is a breach, not a rescission.
