Case Study: Ass N, Inc. Vs. Falls Garden Condo
The letter is from NHA and not BOD of NewCo. It is important to mention that I do not represent him individually.
I noticed that NHA discussed the deal with “a friend, who’s a lawyer.” Is NHA allowed to do that, per Confidentiality Agreement and her Employment Agreement? Probably not. I need to remind him about that.
The case NHA is talking about is Falls Garden Condo. Ass’n, Inc. v. Falls Homeowners Ass’n, Inc., 107 A.3d 1183 (Md. 2015), which can be found on Westlaw Next and Lexis Nexis. The case is from the Court of Appeals of Maryland and it does not bind the companies across the entire country, but only those domiciled in or otherwise attached to Maryland. I do not know at this point where the company is going to operate or which state it will do business in. Thus, I need to raise this matter in the e-mail. I was not sure whether I should include the entire citation of the case in the e-mail, but I included it just in case the client …show more content…
wants to look it up.
The law used by the court is as follows: “(1) At one extreme, the parties may say specifically that they intend not to be bound until the formal writing is executed, or one of the parties has announced to the other such an intention.
(2) Next, there are cases in which they clearly point out one or more specific matters on which they must yet agree before negotiations are concluded. (3) There are many cases in which the parties express definite agreement on all necessary terms, and say nothing as to other relevant matters that are not essential, but that other people often include in similar contracts. (4) At the opposite extreme are cases like those of the third class, with the addition that the parties expressly state that they intend their present expressions to be a binding agreement or contract; such an express statement should be conclusive on the question of their ‘intention.’” It is probably best that I do not copy and paste the entire excerpt. Thus, I will relay the essence of the rule in a couple of short
sentences.
The court also mentions that “the letter does not need to include every possible term, although certain matters are expressly left to be agreed upon in the future, they may not be regarded by the parties as essential.” I should mention this to the client to show that the letter does not have to include every possible term, which is non-essential to the basic agreement.
In the end, I should remind again that upon NewCo’s, and not NHA’s, request I can make the letter binding and enforceable if it were to be read by the Maryland courts.
I noticed that NHA discussed the deal with “a friend, who’s a lawyer.” Is NHA allowed to do that, per Confidentiality Agreement and her Employment Agreement? Probably not. I need to remind him about that.
The case NHA is talking about is Falls Garden Condo. Ass’n, Inc. v. Falls Homeowners Ass’n, Inc., 107 A.3d 1183 (Md. 2015), which can be found on Westlaw Next and Lexis Nexis. The case is from the Court of Appeals of Maryland and it does not bind the companies across the entire country, but only those domiciled in or otherwise attached to Maryland. I do not know at this point where the company is going to operate or which state it will do business in. Thus, I need to raise this matter in the e-mail. I was not sure whether I should include the entire citation of the case in the e-mail, but I included it just in case the client …show more content…
wants to look it up.
The law used by the court is as follows: “(1) At one extreme, the parties may say specifically that they intend not to be bound until the formal writing is executed, or one of the parties has announced to the other such an intention.
(2) Next, there are cases in which they clearly point out one or more specific matters on which they must yet agree before negotiations are concluded. (3) There are many cases in which the parties express definite agreement on all necessary terms, and say nothing as to other relevant matters that are not essential, but that other people often include in similar contracts. (4) At the opposite extreme are cases like those of the third class, with the addition that the parties expressly state that they intend their present expressions to be a binding agreement or contract; such an express statement should be conclusive on the question of their ‘intention.’” It is probably best that I do not copy and paste the entire excerpt. Thus, I will relay the essence of the rule in a couple of short
sentences.
The court also mentions that “the letter does not need to include every possible term, although certain matters are expressly left to be agreed upon in the future, they may not be regarded by the parties as essential.” I should mention this to the client to show that the letter does not have to include every possible term, which is non-essential to the basic agreement.
In the end, I should remind again that upon NewCo’s, and not NHA’s, request I can make the letter binding and enforceable if it were to be read by the Maryland courts.