Partner Scott Toban presents a refresher course and in-depth analysis of each of the contract's sections: Recitals - blackletter and case law interpretation of binding effect; Consideration - discussion of meaningful consideration and lack thereof; Representations and Warranties - recent case-law examples affecting corporate counsel; Covenants and Conditions Precedent - conflicts between conditions and covenants and recent case-law examples affecting corporate counsel; Remedies - discussion of mismatched defaults and failure to provide enforceable remedies; Boilerplate - the real-life costs of draftsperson and reviewer fatigue.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
