Many legal contracts, including sales contracts, include several cases where the same object can be covered by both a general provision and a specific provision. To take a simple example, an undisclosed government investigation could be both a violation of a general presentation of “undisclosed non-commitments” and a specific representation of compliance with laws. The decisive question may be what provision is being challenged, for example. B if the compliance representation is informed, while the representation of the undisclosed liability does not take place. In support of the buyer`s reading, Clerk Bouchard referred to a 2005 Delaware Supreme Court decision that dealt with the view described in the previous paragraph. In the opinion of the DCV, the Supreme Court applied the principle of the interpretation of the contract that specificity prevailed over the general principle and found that the purchaser could only be compensated within the specific representation of qualified compliance for knowledge. While the parties to the Cree/Inuit offshore overlap agreement may amend this agreement in accordance with their amendable provisions, such an amendment is not effective without government approval to amend the 28-1 schedule. In addition to the provisions of Part 8.4, all lands listed in Schedule 8-2 are subject to Section 5.7 of the Cree/Inuit Overlap Agreement. For better security, the definitions in Part 3 of the Cree/Inuit Offshore Overlap Agreement apply only to the Cree/Inuit Offshore Overlapping Interests area.
In Reynolds` decision, Clerk Bouchard rejected both parties` requests for judgment on the submissions on the grounds that any reading was reasonable to say the least and therefore extrinsic evidence necessary to establish the intent of the parties. Cree/Inuit Offshore Overlap Agreement) is attached to this article as Calendar 28-1. Simply put, the question before the court was which party was responsible in the case of a fifth state investigation that would create liability from the conclusion of the acquired transaction. The seller submitted that it is the buyer who is responsible, as this clearly falls within the “generalization” category of closing transactions. The purchaser submitted that the list of four government investigations in the “specific” subsection shows an explicit intention not to assume responsibility for the fifth government investigation. Clerk Bouchard did not accept the seller`s attempt to distinguish the DCV case and rejected the seller`s argument that the two conflicting representations of your CVD were in different sections, whereas the two “confrontational” sections were in the same list of seven accepted liabilities and were therefore complementary. A recent decision in Delaware (Reynolds) underscores the risk of not rationalizing the hierarchy envisaged between the general and specific provisions. In this case, the provisions for the allocation of assets and liabilities (i.e. those that are included/excluded in the acquisition of assets) included several general entities of the buyer`s assumed liability classes (e.g.
B “all liabilities resulting from post-closing transactions”) and some (e.g. B” all debts resulting from the four government investigations listed in Schedule X”). A recent case in Delaware highlights the importance of streamlining the proposed hierarchy between the general and specific provisions of the treaty. The courts of the NMRPC, the NMRWB and the NMRIRB should not be exercised in the Cree area, all of which are covered by Section 7.1 of the Cree/Inuit Offshore Overlap Agreement. Reynolds emphasizes the importance of not relying excessively on catch-all rules to “clean up” more specific provisions and, conversely, not to consider that exclusions from a particular provision continue to be repeated from the general provision because of ambiguity as to the concept that applies.