THE ASSETS TO COMPANY 1.
Why choose LIS O.R. ? 80%+ Close out Call Rates 1 Our state-of-the-art Owner Relations CRM tool, LandVan- tage, allows full transparency between the LIS Owner Team Why choose LIS O.R. ? 80%+ Close out Call Rates Support for operators of all sizes. Increase Owner Satisfac- tion and strengthen company reputation. LIS Owner Relations The professional voice of the oil and g s industry. In-House Operators Strengthen Owner Loyalty Reduce Internal OR Support In that event, a new agreement should be prepared and executed by all parties, paying special attention to negating the earlier agreement as written and substituting the new agreement in its place. Amending or replacing a valid contract should never be left to an exchange of emails ONLY. agreement (for example, a PSA) had to be entered into and attached a form of that agreement to be utilized by the parties. Utilizing such specificity in the No Obligation Clause, only upon execution of the PSA could a binding and valid contract be deemed entered into by both buyer and seller. Proper drafting of contracts matters! More importantly, no party to a written agreement (such as a Confidentiality Agreement, PSA etc.) should ever attempt to vary an underlying agreement via email, especially where there is a condition precedent requiring the formation and execution of a specific agreement BEFORE a valid contract will be found to have been established. Both parties to a potential deal (purchase and sale, farmout, etc.) should never use emails to vary or contradict the prior written agreement unless a distinctly new and different agreement is intended by both parties. 1 2 © Terry E. Hogwood 2020
The Supreme Court correctly pointed out that the No Obligation Clause did NOT define what a definitive agreement was. This was a drafting error on the part of the Sellers. However, what was clear from the emails was that no specific agreement was executed and delivered as required by the No Obligation Clause. It is instructive that Company 1 and Sellers attempted to negotiate and execute a PSA but failed in that endeavor. The Court also addressed whether the Sellers waived their right to require the execution of a definitive agreement as a condition precedent to the formation of a valid contract. Not only was there no waiver on the part of the Sellers, Company 1 and Sellers continued to negotiate a PSA but failed to reach a mutually acceptable agreement. CONCLUSIONS: It cannot be emphasized enough that the Confidentiality Agreement, containing the No Obligation Clause, could have been better written. Specifically, the No Obligation Clause should have defined what
In-House Operators Strengthen Owner Loyalty Reduce Internal OR Support In-House Operators Strengthen Owner Loyalty Reduce Internal OR Support
LAND INFORMATION SERVICES
In-House Operators Strengthen Owner Loyalty Reduce Internal OR Support Support for operators of all sizes. Increase Owner Satisfac- tion and stre gthen company reputation. LIS Owner Relations Our state-of-the-art Owner Relations CRM tool, LandVan- tage, allows full transparency between the LIS Owner Team Our state-of-the-art Owner R lations CRM tool, LandVan- tage, allows full transparency between the LIS Owner Team LIS Owner Relations The professional voice of the oil and g s industry. The professional voice of the oil and gas industry.
Phone calls, emails, texts and physical mail rapid response Calls Recorded for Quality Assurance
Phone calls, emails, texts and physical mail rapid response Calls Recorded for Quality Assurance 3
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tions Why choose LIS O.R. ? 80%+ Close out Call Rates 1 Support for operators of all sizes. Increase Owner Satisfac- tion and strengthen company reputation.
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www.lislv.com
Live, reportable metrics coupled with monthly analytics detailing call st tistics, trends and outly- ing issues 4
Live, reportable metrics coupled with monthly analytics detailing call statistics, trends and outly- ing issues 4
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Phone calls, emails, texts and physical mail rapid response Calls Recorded for Quality Assurance
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er Satisfac-
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N a t i o n a l A s s o c i a t i o n o f D i v i s i o n O r d e r A n a l y s t s
info@lislv.com 1.833.LIS.TEAM
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info@lislv.com 1.833.LIS.TEAM
www.lislv.com
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