An Example of a Confusing Way to State a Point in Time

The blog post by Peter Mahler that I mention in this post about at its sole discretion offers an example of another, unrelated drafting problem.

The contract at issue required the company to exercise its option within 60 days after the later to occur of the termination date and “the final resolution of any disputes relating to such termination.” Here’s what Peter says about that:

The problem lies in its use of an indefinite, 60-day time period measured from “the final resolution of any disputes relating to such termination.” What constitutes a “final resolution”? Shouldn’t there at least be a requirement that one side or the other give notice of a final resolution to start the running of the 60-day period? And what disputes do or do not relate to the termination? There’s no certainty. It’s always better to tie the timing of an option exercise to objective mileposts.

Amen. Regarding final resolution, is raises the same sorts of issues that the phrase prevailing party does; see this 2011 post.

Go here for Peter’s post.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.