Seleccionar página

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. With respect to the transfer clause decision, two separate parties agree that the type of service provided from one to the other will not change significantly. 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. The Court found that there was a «simple and obvious gap» in the lease.

Apart from a lessor`s insurance, the lease agreement did not provide for an explicit provision regarding the exterior of the building or its power supply. The power supply did not fall under the tenant`s obligation to keep «the devices and faucets» in a good order of repair and decoration. In addition, the lease agreement provided for the landlord to enter the premises for the repair, maintenance or renewal of service supports, including the means used to transport gas and electricity to the premises. Accordingly, the Court of Appeal found that it was necessary to fill this gap and to establish an agreement by the owner that the electrical installation and other service supports provided were safely installed and covered by a required certificate. Moreover, the involvement of this clause by the entire clause of the contract is not excluded. This situation reinforces the impact that a provision of the contracting party can have on a contracting party. Had the parties assessed the effect of the deterrence clause of the agreement during the negotiations, they might have recognized that even if a substantial duration of the contract was declared unenforceable, the parties would remain bound to the rest of the agreement.