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One-sided contract term of the day (1): warranty of legal effect

This early blog posting on warranties was praised for its illustrations. Is that like getting points in a school essay for neat handwriting?

IP Draughts

This is the first of an occasional series highlighting IP Draughts’s “favourite” one-sided provisions in contracts.  These provisions are often found in contracts where there is an imbalance of power between the parties, as in many financing transactions, and where the party with the power (let us call him the “Patron”) seeks to reduce a sometimes theoretical risk by imposing it on the other party (the “Supplicant”).

Today’s one-sided term is:

The Supplicant represents and warrants that the terms of this Agreement are legally binding upon it.

The risk being addressed here is that the other, one-sided terms of the contract are not enforceable, perhaps because they are so extreme that a court could not bring itself to enforce them, or because despite the Patron’s “no expense spared” attempts to make the contract watertight, his lawyers have overlooked some loophole.

Sometimes, the clause goes on to state that it does…

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Ambiguous wording in contracts

This article appeared on this blog over 6 years ago, but it has come up in the viewing stats recently so it may be time for another airing…

IP Draughts

One of the tasks of the contract draftsman is to try to avoid using words and phrases that could have more than one meaning.  Here are a few expressions (only some of which regularly feature in contracts) that could mean the opposite of one another, depending on the context:

  1. To the Licensor’s knowledge, the moon is made of cheese…  This is usually intended to mean “as far as the Licensor is aware”, but it could conceivably be interpreted as a statement that the Licensor has personal knowledge that enables him to assert positively the composition of the moon.  We prefer to use the “as far as aware” formula, as it does not have this potential ambiguity.  (There is a separate question as to whether such a warranty implies any duty to check or do searches, but that is a different issue.)
  2. Completion. In contracts, completion often refers to an…

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10 tips when applying for IP lawyer jobs

As we are currently advertising for a trainee, and are always on the look-out for more experienced lawyers who want to work for us, it is timely to re-post this golden oldie, which is one of the more popular articles on this blog.

IP Draughts

giggsIn two weeks’ time, Anderson Law will be welcoming its eleventh (lawyer) employee.  The first joined about 15 years ago.  Of the first ten, eight are still with our firm, although one of the eight (Paul) is now a partner with Mark, rather than an employee.

Most of these lawyers joined us after responding to job adverts.  In the last 15 years we have considered several hundred job applications.  This is small beer compared with the number of applications that large firms receive every year, but it has given us an insight into how some applicants spoil their chances by making very poor applications.

Employers have different priorities, so this article makes no claim to universal truth.  The wise applicant will try to make their application attractive to a range of employer preferences.  For example, IP Draughts cares not a hoot whether an applicant, in his application letter and CV…

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One more time, with feeling: information is not property

“The Client will own the Report”: what does this statement mean? This golden oldie is worth a second read, if only for the excellent comments that others made below it.

IP Draughts

There is a clause in some US contracts that makes IP Draughts feel puzzled, exasperated or resigned, depending on his mood.  Well, more than one, but for today let’s focus.  The clause typically says something like:

The Client shall own the Report.

Bland and inoffensive as this statement may seem to a casual reader, it doesn’t make much sense to this English IP lawyer.  Usually it features in a contract that has other provisions that state that intellectual property in the results belongs to the Client, and that the information contained in the report should be treated as the confidential information of the Client.  IP Draughts understands both of these last provisions.  Similarly, a clause that stated that the property in the paper on which the report was printed belongs to the Client, would be logical if usually rather pointless.

Nor would IP Draughts have any conceptual problem with a…

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