Comments on: Saying You Have a Deal Before the Contract Has Been Finalized http://www.adamsdrafting.com/2007/06/24/saying-you-have-a-deal/ Tue, 31 Jan 2012 01:23:03 +0000 hourly 1 http://wordpress.org/?v=abc By: AdamsDrafting » Blog Archive » When a Written Contract Is Preceded by Oral Agreement http://www.adamsdrafting.com/2007/06/24/saying-you-have-a-deal/comment-page-1/#comment-88928 AdamsDrafting » Blog Archive » When a Written Contract Is Preceded by Oral Agreement Thu, 07 May 2009 12:22:38 +0000 http://www.adamsdrafting.com/2007/06/24/saying-you-have-a-deal/#comment-88928 [...] to hold that a contract exists before a written contract has been finalized. See, for example, this June 2007 blog post. But I’d still use as the date for a written contract the date it was signed. It’s [...] [...] to hold that a contract exists before a written contract has been finalized. See, for example, this June 2007 blog post. But I’d still use as the date for a written contract the date it was signed. It’s [...]

]]> By: Michael Fleming http://www.adamsdrafting.com/2007/06/24/saying-you-have-a-deal/comment-page-1/#comment-5979 Michael Fleming Mon, 25 Jun 2007 15:58:59 +0000 http://www.adamsdrafting.com/2007/06/24/saying-you-have-a-deal/#comment-5979 As Ken has already observed, it is the act of going through the wordsmithing that often turns out to be the mechanism through which the parties suddenly discover they really don't have a deal in the first place. Given how often that happens, I have a difficult time with enforcing a verbal (or paper skeleton) agreement-to-agree <i>that was still subject to putting it on paper</i>. The exception might be if there was reasonable reliance in that agreement coming to fruition taken to the detriment of the one who reasonably relied, which is really nothing more than good-old quasi-contract. (And, I have a hard time with thinking anybody can reasonably rely that any agreement will actually get papered to both parties' satisfaction unless the paper is sitting in front of one with a note from both sides' lawyers that this is the draft that is ready to sign!) As Ken has already observed, it is the act of going through the wordsmithing that often turns out to be the mechanism through which the parties suddenly discover they really don’t have a deal in the first place.

Given how often that happens, I have a difficult time with enforcing a verbal (or paper skeleton) agreement-to-agree that was still subject to putting it on paper. The exception might be if there was reasonable reliance in that agreement coming to fruition taken to the detriment of the one who reasonably relied, which is really nothing more than good-old quasi-contract. (And, I have a hard time with thinking anybody can reasonably rely that any agreement will actually get papered to both parties’ satisfaction unless the paper is sitting in front of one with a note from both sides’ lawyers that this is the draft that is ready to sign!)

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