Viewing: November 2012

Contractual Limitations: Why Are You Suing Me When Our Contract Says You Can’t?

I recently made a presentation for fellow business lawyers entitled “Contractual Limitations: Why Are You Suing Me When Our Contract Says You Can’t?” (Here’s a copy of my presentation notes.) The answer is that in Missouri contractual provisions that limit the time within which suit may be brought are unenforceable, although, as with many rules, […] Read More

100 Posts

Well, it took almost two years, but you’re reading my 100th Contracts Guy post. I started the blog as a personal project to keep the saw sharp and demonstrate expertise after leaving the safety and brand name of a corporate firm to build a transactional practice at a boutique litigation firm. It’s been far more […] Read More

“Is a Startup Ecosystem Without Lawyers a Good Thing or a Bad Thing?”

In our recent discussion on his blog about the appropriate cost of legal documents for startups (which he argues is zero), Bill Carleton posed an interesting question about the role of lawyers in the early lives of startups. Bill reasons in his post that startups are in a somewhat unique situation — at least compared […] Read More

U.S. Supreme Court to Oklahoma High Court on Arbitration: Try Again

Yesterday the U.S. Supreme Court vacated a decision by the Oklahoma Supreme Court, which held that the “existence of an arbitration agreement in an employment contract does not prohibit judicial review of the underlying agreement.” The Supreme Court disagreed and held that a dispute as to a contract’s enforceability was a question for the arbitrator, […] Read More


One of my favorite memes from the interwebs is “You’re doing it wrong.” To quote the Urban Dictionary, it’s “what you would say to someone who is failing it miserably,” for example, a soccer player standing on his head (no hands!), a pickup driving down a boat ramp into the water head first, President Bush […] Read More

Is Free the Right Price for Legal Documents?

Monday night I put the following question to Bill Carleton in a comment to an older piece on his blog: Bill: I revisited this piece because I’ve been thinking about your discussion with Ken [Adams] about whether the benefit of contract standards lies in increasing quality vs. increasing transaction efficiency/lowering costs. Commoditizing contract drafting should […] Read More

An Experiment in Crowd-Sourcing Contract Language

Earlier this year I wrote Can the Crowd Produce a Decent Contract? in response to some back and forth between Ken Adams and Bill Carleton about the topic on their blogs. In the comments to my post, Ken expressed skepticism, but another comment, by Max Mednik, suggests that crowd-sourcing can “up-vote” contracts with the best […] Read More

Email Held Not Sufficient to Transfer Copyright

I’ve written on occasion about the effectiveness of electronic communications to create binding contracts. For example, in Contracts Quiz: Is This Email Settlement Binding? I discuss a recent case in which a court found that an exchange of emails created a binding settlement agreement, and “NO LIMIT” + “Awesome!” = Contract Modification considers a pithy […] Read More

AMEX Arbitration Case Goes to the Supreme Court (Again and Again and Again)

I noticed via a post yesterday on the ADR Prof Blog that the Supreme Court has granted certiorari in an arbitration case that I characterized in a post earlier this year as probably the case most affected by the Supreme Court’s recent arbitration decisions (i.e., Stolt-Nielsen v. Animal Feeds and AT&T Mobility v. Concepcion). This […] Read More