In addition, contracting parties may wish to exclude transfers by applying the law in the agreement. The Georgia Supreme Court recently in Ward to Cairo City, as the transfer of rights from a company to a successor company is not included in the definition of divestment. There is an estate clause for the successors of a company to be bound or transferred under the terms of the contract in the event of a transfer. However, the Georgia Court of Appeal interpreted the succession and transfer clause as prior consent to the transfer or delegation of the agreement. These are just a few provisions that can affect the parties in an agreement. It is important to review the whole treaty, including the seemingly insignificant conditions, to ensure that the parties have actually reached an agreement and understand their risks under this agreement. Another provision of the construction, which is correlated with the allocation provision, is the “successors and allowances” clause. A typical succession and transfer clause simply states that “this agreement binds and serves the parties and their respective successors and the beneficiaries of the transfer.” Non-deviance clauses can have a significant impact on a party`s rights under an agreement. In Forest Commodity Corp.
v. Lone Star Industries Inc., an agreement between a mining company and a storage company contained a standard clause prohibiting the award, unless the other party agreed. The storage company sold its shares and obligations to another company without the approval of the mining company. Another provision that may exceed the law is the “transfer of rights and bond transfer” provision. If an attribution and delegation agreement is silent in Georgia, a party may cede its rights under the agreement and, in the absence of personal capacity, delegate its obligations under the agreement. However, as soon as an agreement contains a provision for attribution or delegation, it is likely that this provision will take control. To avoid this interpretation, a better drafting of the succession and transfer clause, taking into account the existence of a disposition of transfer and delegation, is as follows: “This agreement benefits the parties, their respective rights holders, in the interest of the merger, acquisition or other means, as well as their authorized recipients, and is bound by it. This section does not specify, directly or indirectly, whether a party may cede its rights or delegate its performance under this agreement.
The section [insert reference to the allocation and delegation provision] deals with these issues. At this point, the law becomes highly technical and examines the wording of the “comprehensive agreement” clause and considers that with the appearance and meaning of the contract, it is decided whether the contract is “fully integrated” or simply “integrated.” If it is integrated, but not fully integrated, testimony with more consistent terms is permitted – so if a 10% discount is not at odds with what is indicated in the contract, the buyer could try to convince the court or jury that the parties have accepted this discount for late delivery.