Conspicuous: Difference between revisions

1,271 bytes added ,  3 February 2022
no edit summary
No edit summary
No edit summary
Line 12: Line 12:
:''[[In Re Bassett - Case Note|In Re Bassett]]'', 285 F.3d 882, 886 (9th Cir. 2002) (''Conspicuity added'')
:''[[In Re Bassett - Case Note|In Re Bassett]]'', 285 F.3d 882, 886 (9th Cir. 2002) (''Conspicuity added'')


Now it is well-established in the literature that text in all caps is ''harder'' to read than ordinary text, so you might form your own opinion as to what possesses securities lawyers to render acres of their prospectuses in a less legible way — so less legible that even their own proof-readers have trouble catching every nuance, as the example from US Nuclear Corp’s [[offering memorandum]], in the panel, illustrates.


Now it is well-established in the literature that text in all caps is ''harder'' to read than ordinary text, so you might form your own opinion as to what possesses securities lawyers to render acres of their prospectuses in a less legible way — so less legible that even their own proof-readers have trouble catching every nuance, as the example from US Nuclear Corp’s [[offering memorandum]], in the panel, illustrates.
And there is more than that: if the passage in question appears only on page 406 of an [[information memorandum]] relating to [[Wickliffe Hampton]]’s TRL300,000,000,000,000 26⅔% Subordinated Convertible Credit-Linked Bonds Due 4035 then, we humbly submit, there is ''no'' typographical contrivance in existence — or even possible in the realms of plausible science fiction, for that matter — that could be “so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it” since ''there is not a reasonable person alive who reads past the first five pages of an information memorandum anyway''.  


On the other hand, we find the passage buried in a document  that, by unerring market convention, will be examined and critiqued by legal eagles from all sides — and draft bilateral contracts in the financial services world are ''exactly'' such documents, and the legal counsel {{strikethru|feeding off their verbose terms|reviewing them}} are ''[[implicitly]]'' “reasonable” readers — then there is no chance that a reasonable person would miss it. A lawyer who doesn’t notice a clause in a contract whatever fontsize it is in is, [[Q.E.D.]], ''[[negligent]]'', which is [[Q.E.D.]] ''un''reasonable.
{{sa}}
{{sa}}
*''[[In Re Bassett - Case Note|In Re Bassett]]''
*''[[In Re Bassett - Case Note|In Re Bassett]]''