In a paragraph of the payment agreement, the mining company agreed to pay production royalties based on the amount of material it obtained. In the paragraph that covered the licence fee, it stated, „Notwithstanding the contrary provisions of this section, the tenant pays the landlord a minimum annual licence of $75,000.“ Id. at 472. The paragraph adds that the mining company would make a catch-up payment at the end of the year if royalties fell below $75,000 in any given year. The court also found that another paragraph of the said production tax „on the basis of the removal of the materials from . . . Property. Id. at 474. The „despite“ clause does not seem to have exceeded this language. A few other less interesting parts of the agreement also made the court`s conclusion, and the landowner lost.
If it is meaningless, „unless otherwise agreed“ to say how fantastic it must be to say „there is no written agreement between the parties that explicitly imposes obligations contrary to this transaction“? Royal Mail Estates Limited`s High Court case against Maple Teesdale Borzou Chaharsough Shirazi was recently linked to the interpretation of a contrary agreement. In that case, Kensington Gateway Holdings Ltd (the „company“) claimed to enter into a contract with Royal Mail Estates Limited („Royal Mail“) for the sale and purchase of real estate. Under the contract, Royal Mail agreed to sell properties for $20 million. The buyer was defined in the contract as the business. This phrase of lumpen found its way into the cannon of derivatives. Google „lacks a written agreement between the parties that explicitly imposes obligations contrary to this transaction,“ in quotes , if you don`t believe me. There are 2000 results for this sentence. In these cases, lawyers often use a phrase such as: „Despite a sexual hierarchy.“ Then they add what required a particularly important provision a special heap. This writing technique is a problem. This means that the treaty could say two different and inconsistent things. The reader could read the bad and rely on it, believing that the parties really meant it.
If the reader does not read the entire document, he may miss any provision that really governs and replaces the wrong one, the one the reader believed. Maple Teesdale sought a summary verdict, finding that Royal Mail`s assertion would necessarily fail because Maple Teesdale was not a party to the contract. The applicant parties argued that the phrase „the benefit of this contract is for the purchaser himself“ constituted an agreement contrary to the meaning of Directive 36C (1). The court ruled for the mining company and concluded that „entering“ applies only to sales of production royalties. The court noted that the „disgruntled“ penalty appeared in the middle of a long paragraph on production costs. This is not a separate paragraph elsewhere in the agreement: „If the provision provides for a minimum payment due each year on the anniversary of entry into force, it would be expected to be set separately.“ Id. at 473. A contrary agreement often occurs when a contract is requested between two or more parties, but one or more of the parties are a company that has yet to be registered. The contract has a party who, subject to a contrary agreement, is a person acting for or as an agent for the company. The person or agent is therefore personally liable, except in the event of an agreement to the contrary.