Working With Contracts Quotes

“Don’t confuse "principal" and "principle.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“A contract relating to the conveyance or lease of real estate is almost always governed by the law of the state where the property is located.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“This is the most important of the miscellaneous provisions and should never be omitted from any contract, no matter how short or informal. It specifies that all substantive legal issues arising in connection with the enforcement or interpretation of the contract are to be resolved by looking to the law of the chosen jurisdiction.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“neither operative provisions, representations, covenants, conditions, definitions nor remedial provisions.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“For this reason, a lawyer reading a contract skips the miscellaneous provisions at her and her client’s risk; sometimes important items are buried there.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“[F] Officer’s Certificate The seller will usually be required to deliver a certificate signed by one of its officers stating that (i) its representations in the acquisition agreement are true and correct at closing, and (ii) it has performed all of its covenants in the acquisition agreement.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“An often-negotiated issue is whether the condition requires the representations merely to be "true and correct" or "true and correct in all material respects.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“This is an extremely important representation: the financial statements of the target are probably the single most crucial document to a buyer in making its investment decision.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“Credit agreements provide that it is an event of default if one of the debtor’s representations was not true when made. The principle behind this is that the credit decision was based in part on the facts covered by the representations, and, if a representation turns out to be false, the creditor should be able to reverse its credit decision. Because representations are only made at specific points in time, an event of default is caused only if a representation was false at the time that it was made.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“EBITDA is an acronym for "earnings before interest, taxes, depreciation and amortization." It is computed by taking a company’s net income for a particular period and adding back the amount of interest expense, tax expense, depreciation and amortization for such period, all of which, under GAAP, have been deducted in arriving at the net income figure. Financial analysts consider EBITDA to be one of the most important measures of a company’s operating financial performance.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“► Notice of Default The Debtor shall deliver, within two business days of the occurrence of any Default or Event of Default, notice thereof specifying the nature and duration thereof and what action the Debtor intends to take with respect thereto. Some would argue that this provision lacks teeth, inasmuch as the failure to comply with it results in a default at a time that another default already exists.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“Monthly statements are only required for the first two months in any quarter, and quarterly statements are only required for the first three quarters of a fiscal year. This is intended to avoid duplicative reporting,”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“ratably”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“The lawyer should select a font that the reader will not notice.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“In most agreements the definitions appear immediately after any whereas clauses.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“An agreement of any significant length should first be divided into large sections, the equivalent of chapters in a book. These are often referred to as "Articles" but can also be called "Sections." The provisions of an agreement should be divided into articles based on the purpose they serve.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“Also, the date of the conveyance of property may not be altered by the use of an "as of" date.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“If the amendment extends the date for this performance to June 30, 2001, but the amendment itself is dated January 7, 2001, there would be a question as to whether the breach existed during the period from the date performance was required through the date of the amendment. One way to address this issue is to have the amendment explicitly provide for a waiver of this breach. On the other hand, neither party may want to acknowledge that a breach existed. An alternative approach is to date the amendment "as of December 31, 2000" so that the effect of the extension will be retroactive.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“A contract must have a date. The agreement may provide that it becomes effective or that performance is required on a later date— but (except as described below) the date of the contract is the date that it is first executed and delivered.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“A choice also needs to be made between an amendment and an amendment and restatement.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“a party’s agreement not to exercise its remedies does not eliminate the fact that the breach has occurred and is continuing, and the continuing breach may have independent legal consequences.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“A standstill (also called a forbearance) is a waiver of a party’s rights to take remedial action in respect of another party’s breach, instead of a waiver of the breach itself.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“The strongest form of reasoned opinion states that a court, if faced with the issue, "should" reach a particular result based on the analysis described in the opinion. If the lawyer rendering the opinion is less certain, the opinion may state that a court would be "more likely than not" to reach the result.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“a lawyer is required to opine that the execution, delivery and performance by his client of a contract does not violate, conflict with or result in a breach of one or more other contracts (a "no-conflict opinion").”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“There are different sources of uncertainty. Some are a result of contract terms that are inherently subjective. Terms such as "reasonable," "material" and "could reasonably be expected to" are always going to be subject to differing interpretations at the margins.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“Does this mean that each time a contract is reviewed every word must be read?”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“The first task of a lawyer in the review of a contract is to ensure that he has the correct contract, and the most current version. It is surprising how often there are missteps at this stage.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“On an Arm’s-length Basis This phrase is used to describe a transaction with terms that are equivalent to fully negotiated market terms. It is usually used in the context of transactions that might not be fully and fairly negotiated.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“Never follow "including" or "including without limitation" with something that is not covered by the provision.”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You

“Notwithstanding”
― Charles M. Fox, Working with Contracts: What Law School Doesn't Teach You