M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Friday, October 1, 2010

Note to Self

Note to Self:  Remember not to unilaterally change the text of contracts that have been signed (via Adams Drafting), even if it's only to "fix" them:

The dispute over who owns the Dodgers may turn on one word. It is the 12th word of the second paragraph of the first exhibit of an agreement signed by Frank and Jamie McCourt six years ago.  If that word is "inclusive," Frank could be the sole owner of the Dodgers. If that word is "exclusive," Jamie could be the co-owner.   Three copies of the agreement say "inclusive." Three copies say "exclusive." Frank and Jamie have both said they were not aware of the different wording until this year. The difference in the words: two letters, and perhaps hundreds of millions of dollars.

...

The two primary questions for Silverstein [the lawyer]: How does he explain the conflicting language in the various copies of the agreement, and why did he apparently substitute one version for another without notifying his clients of the discrepancy?

"The lawyer will have to explain why he would unilaterally change a document without getting everyone's permission," said Andrew Waxler, whose El Segundo firm specializes in representing defendants in legal malpractice cases.

Frank McCourt's lawyers have said Silverstein simply made a drafting error and corrected it. In his testimony, Frank said Silverstein did not materially change the agreement by substituting an exhibit that read "inclusive" for one that read "exclusive" after the parties had signed the document.

What with clients sending you only signature pages, it becomes very tempting to make a quick little change in a document that no one will notice.   They don't notice ... until they do ... 

-bjmq

 

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