Comments for Technology Law Notes http://www.techlawnotes.com On contracts, intellectual property, and startup companies. By D. C. Toedt Tue, 24 Jan 2012 14:07:07 -0600 hourly 1 http://wordpress.org/?v= Comment on A cautionary tale: Don’t say “renew” when you mean “extend” by Koncision » A Reminder of the Limitations of Terms of Art http://www.techlawnotes.com/a-cautionary-tale-dont-say-renew-when-you-mean-extend/comment-page-1/#comment-11383 Koncision » A Reminder of the Limitations of Terms of Art Tue, 24 Jan 2012 14:07:07 +0000 http://www.techlawnotes.com/?p=9643#comment-11383 [...] A Reminder of the Limitations of Terms of Art Posted on January 23, 2012 by Kenneth A. Adams var addthis_product = 'wpp-261'; var addthis_config = {"data_track_clickback":true};Reader D.C. Toedt let me know about the recent opinion of the Eighth Circuit Court of Appeals in Camelot LLC v. AMC ShowPalace Theatres, Inc., and he wrote about it himself here. [...] [...] A Reminder of the Limitations of Terms of Art Posted on January 23, 2012 by Kenneth A. Adams var addthis_product = 'wpp-261'; var addthis_config = {"data_track_clickback":true};Reader D.C. Toedt let me know about the recent opinion of the Eighth Circuit Court of Appeals in Camelot LLC v. AMC ShowPalace Theatres, Inc., and he wrote about it himself here. [...]

]]> Comment on Ouch! Judge Posner eviscerates both a damages expert and the trial judge who let him testify against FedEx by Posner: Plaintiff’s Regression Analysis has as many Bloody Wounds as Julius Caesar « Science Bar http://www.techlawnotes.com/ouch-judge-posner-eviscerates-both-a-damages-expert-and-the-trial-judge-who-let-him-testify-against-fedex/comment-page-1/#comment-9561 Posner: Plaintiff’s Regression Analysis has as many Bloody Wounds as Julius Caesar « Science Bar Mon, 09 Jan 2012 20:30:34 +0000 http://www.lawnotes.com/?p=9509#comment-9561 [...] Airlines v. FedEx (7th Cir. Dec. 27, 2011). Via D.C. Toedt’s Excellent Law Notes Blog. Share this:TwitterFacebookLinkedInTumblrLike this:LikeBe the first to like this post. Tags: [...] [...] Airlines v. FedEx (7th Cir. Dec. 27, 2011). Via D.C. Toedt’s Excellent Law Notes Blog. Share this:TwitterFacebookLinkedInTumblrLike this:LikeBe the first to like this post. Tags: [...]

]]> Comment on Why you should draft contracts with long, run-on paragraphs by Lynne Sears Williams http://www.techlawnotes.com/why-you-should-draft-contracts-with-long-run-on-paragraphs/comment-page-1/#comment-9139 Lynne Sears Williams Fri, 06 Jan 2012 02:41:54 +0000 http://www.lawnotes.com/?p=9549#comment-9139 Very funny. Best laugh today goes to D.C. Toedt! Very funny. Best laugh today goes to D.C. Toedt!

]]> Comment on Why you should draft contracts with long, run-on paragraphs by Tom Bowden http://www.techlawnotes.com/why-you-should-draft-contracts-with-long-run-on-paragraphs/comment-page-1/#comment-9084 Tom Bowden Thu, 05 Jan 2012 17:03:17 +0000 http://www.lawnotes.com/?p=9549#comment-9084 Nice try, but surely you could have extended their amateurish efforts by tossing in a few more "in the event thats" and the obligatory ""For the avoidance of doubt..." I love those, because they are so slyly insincere. Avoidance of doubt? I mean seriously, we've got a business to run here and if we draft contracts for the avoidance of doubt, whose gonna pay the mortgage? You don't expect Jiffy lube to let you bring your own oil to their shop do you? What makes clients think they should be able to read their own contracts? Or judges for that matter? Nice try, but surely you could have extended their amateurish efforts by tossing in a few more “in the event thats” and the obligatory “”For the avoidance of doubt…” I love those, because they are so slyly insincere. Avoidance of doubt? I mean seriously, we’ve got a business to run here and if we draft contracts for the avoidance of doubt, whose gonna pay the mortgage? You don’t expect Jiffy lube to let you bring your own oil to their shop do you? What makes clients think they should be able to read their own contracts? Or judges for that matter?

]]> Comment on Brevity in contracts isn’t always the supreme virtue by D. C. Toedt http://www.techlawnotes.com/brevity-in-contracts-is-not-the-supreme-virtue/comment-page-1/#comment-2927 D. C. Toedt Thu, 20 Oct 2011 17:14:25 +0000 http://www.ontechnologylaw.com/?p=7658#comment-2927 Tom, I use "For the avoidance of doubt" quite a bit. Mainly it's to try to nip in the bud any attempt by the other side's trial counsel to argue a different implied meaning of the preceding term. Here are two examples, from a services agreement form I recently did for a client: <blockquote> (4) For the avoidance of doubt, each Statement of Work will be construed as requiring Provider to perform all individual tasks necessary for the proper rendering of the relevant services, even if one or more such individual tasks is not expressly stated there. (5) For the avoidance of doubt, Provider is under no obligation to provide services not described in a Statement of Work unless the parties have expressly agreed otherwise in writing. </blockquote> Tom, I use “For the avoidance of doubt” quite a bit. Mainly it’s to try to nip in the bud any attempt by the other side’s trial counsel to argue a different implied meaning of the preceding term.

Here are two examples, from a services agreement form I recently did for a client:

(4) For the avoidance of doubt, each Statement of Work will be construed as requiring Provider to perform all individual tasks necessary for the proper rendering of the relevant services, even if one or more such individual tasks is not expressly stated there.

(5) For the avoidance of doubt, Provider is under no obligation to provide services not described in a Statement of Work unless the parties have expressly agreed otherwise in writing.

]]> Comment on Brevity in contracts isn’t always the supreme virtue by Tom Bowden http://www.techlawnotes.com/brevity-in-contracts-is-not-the-supreme-virtue/comment-page-1/#comment-2924 Tom Bowden Thu, 20 Oct 2011 15:09:51 +0000 http://www.ontechnologylaw.com/?p=7658#comment-2924 DC - What is your opinion on the now nearly ubiquitous language "For the avoidance of doubt....."? I was taught to say things once, and say it right the first time, rather than restate the same concept in a different way. This is a recipe for ambiguity in my opinion. On the other hand I do agree with using formulas and calculations to demonstrate precisely what is intended. DC – What is your opinion on the now nearly ubiquitous language “For the avoidance of doubt…..”? I was taught to say things once, and say it right the first time, rather than restate the same concept in a different way. This is a recipe for ambiguity in my opinion. On the other hand I do agree with using formulas and calculations to demonstrate precisely what is intended.

]]> Comment on PRECUT free, balanced, curated technology contracts by mechatars http://www.techlawnotes.com/precut/comment-page-1/#comment-2761 mechatars Sun, 16 Oct 2011 04:59:55 +0000 http://www.ontechnologylaw.com/#comment-2761 Thanks, I just downloaded the Nondisclosure agreement. Great share! Thanks,
I just downloaded the Nondisclosure agreement.

Great share!

]]> Comment on Title change by Gerben Schoorl http://www.techlawnotes.com/title-change/comment-page-1/#comment-2280 Gerben Schoorl Wed, 28 Sep 2011 19:31:10 +0000 http://www.dctoedt.com/?p=8259#comment-2280 Dear Mr. Toedt, Since Google recognized your name halfway my typing it, I'm quote sure that THE difference Will be negligable. Writing this on an iPad allows me to convey another, progressing, thought. There are à few notable errors in this reply, caused solely by automatic language correction. Where this Will take us and NeXT generations can only be guessed. Kind regards, Gerben Schoorl Dear Mr. Toedt,

Since Google recognized your name halfway my typing it, I’m quote sure that THE difference Will be negligable.
Writing this on an iPad allows me to convey another, progressing, thought. There are à few notable errors in this reply, caused solely by automatic language correction. Where this Will take us and NeXT generations can only be guessed.

Kind regards,

Gerben Schoorl

]]> Comment on Seven ways to be a stand-up guy at work by David Healey http://www.techlawnotes.com/seven-ways-to-be-a-stand-up-guy-at-work/comment-page-1/#comment-2054 David Healey Sat, 06 Aug 2011 22:41:56 +0000 http://www.ontechnologylaw.com/?p=8116#comment-2054 Good advice, if more people followed it, we would have stronger firms and happier people. Good advice, if more people followed it, we would have stronger firms and happier people.

]]> Comment on Negotiating contractual limitations of liability: Do it risk by risk, not one-size-fits-all by D. C. Toedt http://www.techlawnotes.com/negotiating-contractual-limitations-of-liability-do-it-risk-by-risk-not-one-size-fits-all/comment-page-1/#comment-2052 D. C. Toedt Fri, 29 Jul 2011 18:28:40 +0000 http://www.ontechnologylaw.com/?p=5627#comment-2052 Good point, Patrick — the first column should probably be re-labeled "Harm <em>[vice Damages]</em> arising from the breach." Good point, Patrick — the first column should probably be re-labeled “Harm [vice Damages] arising from the breach.”

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