November 2023

29 Nov 23

An oft-cited canon of statutory and contractual construction is the rule of last antecedent, which specifies that a qualifying or modifying clause operates to qualify or modify only the last, i.e. the immediately preceding, word or phrase.

This rule is implicated ubiquitously, with nearly every contract. It's a massive trap for many lawyers. 

Consider the following clause:

Subject to the termination provisions of this Agreement, this Agreement shall be effective from the date it is made and shall continue in force for a period of five years from the date it is made, and thereafter for successive five-year terms unless and until terminated by one year prior notice in writing by either party.

Does the "unless and until terminated" clause apply to the initial five year term and successive five year terms, or only to the latter?

11 Nov 23

"Title of dignity. Slightly above gentleman, below knight."
Roman J. Israel, Esq. [i]

On the origins of "Esquire" (or "Esq.") as an honorific for lawyers:

The word itself derives from Old French, and in turn from Latin, where it means something like “shield-holder.” In the 1200s and 1300s in England, a variety of languages were used, so such figures might be referred to as the … French escuier, which became “esquire.” These terms all refer to roughly similar people. This role was generally considered moderately prestigious for young men of some wealth, but at its core it was a service job. You carry a knight’s stuff, tend to his horses, that kind of thing. “Esquire” and “squire” were names for the same gig for a few hundred years.