M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, December 3, 2010

Adams on Airgas drafting

I'll second Michael's suggestion that you take a look at Ken Adams' new blog.  Here's a good place to start.  Ken offers his two cents on the Airgas opinion and contract interpretation:

Generally, year and annual are ambiguous, as it’s unclear whether you’re referring to the 12 months beginning January 1 or the period from any given day (such as the date of a contract) to the same day the following year. (See MSCD  9.42.) But annual meeting adds an extra wrinkle, as it’s universally accepted that an annual meeting doesn’t have to take place on the same day every year. So what does annual meetingmean?

The notion that annual meeting should mean roughly 365 days apart is hopelessly vague: how many days can you add or subtract before your meeting no longer qualifies as annual ? Having a meeting qualify as the 2010 annual meeting if it’s held anytime in 2010 is more sensible, but if you want that meaning to prevail, whether in organizational documents or in a regular contract, you’re going to have to use language that’s clearer than that used in Airgas’s bylaws.

Ever a voice of clarity.



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