Topic
Contract Drafting
937 published works
Legal Bites
Arbitral Tribunal Cannot Modify Contract or Grant Relief Inconsistent with Its Terms: Supreme Court
An arbitral tribunal derives its authority from the agreement between the parties. While arbitration provides an alternative to conventional litigation, it does not confer upon arbitrators an unrestricted power to…
Adams on Contract Drafting
The Sprawl: Complexifying Contracts Through Negotiation
By Ken Adams
This image is from a public-company merger agreement. I highlighted those components that complexify contracts. Different levels of enumerated clauses. Cross-references. Parentheticals. Exceptions. Conditions. I think “the sprawl” is a…
It's Just Business
A Princess Bride Conundrum: When Neither Party Thinks “Discontinue” Means What the Other Side Thinks it Means
When HCA Healthcare acquired Asheville’s Mission Hospital in 2019, it agreed that for 10 years post-closing it would “not discontinue the provision of” “emergency and trauma services generally consistent with…
Adams on Contract Drafting
Becoming Better Acquainted with Antecedent Ambiguity
By Ken Adams
Antecedent ambiguity is a distinct kind of ambiguity. As MSCD says, “Confusion can arise if it’s not clear what the antecedent is of a given element.” MSCD offers as an…
GAVC Law
Effective Torpedoes of the Third Kind – The CJEU’s Soledil Judgment Hands Tardy Litigants a Formidable Weapon.
Judgment by the CJEU in Case C-320/24 Soledil engages with two long-standing principles of EU law. Firstly, the need for courts motu proprio to raise arguments that contractual terms in…
SCOV Law
Telework, Trouble, and a Try Number Three
We could probablyuse this for every postBy Andy DelaneySCOV issued one opinion on Friday and two entry orders on Thursday this week. We'll start off with the opinion. Our opinion deals…
Blaneys Appeals
COURT OF APPEAL SUMMARIES (SEPTEMBER 21 – SEPTEMBER 25)
Jump To: Table of Contents | Civil Decisions | Short Civil Decisions Good afternoon. Following are our summaries of the civil decisions of the Court of Appeal for Ontario for…
Adams on Contract Drafting
Syntactic Ambiguity in Integrated Definitions
By Ken Adams
I expect that regular readers of this blog are familiar with syntactic ambiguity. An example: cats and dogs with brown fur. Does that refer to all cats, or just those…
Samuels Yoelin Kantor Blog
Location, Location, Litigation: Why Your Venue Clause Needs a Second Look
When was the last time you looked at the boilerplate venue clause in your or your client’s standard operating contract? It’s worth taking a peek and making sure it does…
FBT Gibbons
Pruning the Evergreen Clause: Southern District of New York Strictly Construes Evergreen Clause in Starr Indemnity v. Midwest Mortgage
A January 2026 court decision out of the Southern District of New York has put increased scrutiny on common clauses in letters of credit which automatically extend the term for…