This case illustrates the fact that one party has not reviewed the timelines for entering into an agreement, resulting in a significant loss. The above statement from Dynniq`s legal department effectively amounts to an admission in this regard. Coulson J imposed the clear meaning of the terms of the agreement, notwithstanding Dynniq`s arguments in the context of inconsistent provisions and sectoral considerations. If properly administered, well-developed timetables can be a powerful tool to ensure effective implementation of the agreement after execution. However, if not carefully managed, the above distinction can lead to misunderstandings between legal and business teams, misalignments between provisions and documents, as well as problems with the interpretation and implementation of the Treaty. A contractual plan consists of one or a few pages, either before or after the main agreement, which defines a schedule for the services provided. It should provide important details and milestones, especially when it comes to a long-term project. The Annexes and timetables contained therein shall form an integral part of this Agreement and shall be considered as included by reference. It is customary for authors to consider that calendars and attachments to a contract do not form part of this contract, unless they expressly state so.
Here is a selection of contractual languages that reflect this assumption: the mere fact that an annex was a document in its own right before the signing of the agreement does not mean that it will necessarily have this status in the future, i.e. its legal meaning may be “frozen” at the time the agreement with it is signed as an annex (normally initialled). Changes to the original document (a copy of which has been attached) do not normally alter the agreement itself, unless explicitly intended. Both parties benefit from a highly specific delivery plan. It can reduce your likelihood of conflict by clarifying the responsibilities of both parties, so you get it wrong on the page by adding a lot of details. Your agreement should at least describe the delivery plan, details of the products or services delivered, whether deliveries are automated or need to be requested, and the costs and due date of each delivery. Graduation documents. For M&A and financing transactions, final documentation should be included as the final “calendar” of transaction files. (I set the schedule in quotation marks, as these documents are often not mentioned in the agreement itself, but are inevitably part of the transaction. Such a “timetable” would include powers, approval of company decisions, copies of executed acts of transmission, letters of resignation, appointments of directors and letters thereof.
Where to place (sequential order)? The order of the deadlines is normally done in the order in which they appear in the agreement. It might be a good idea to rearrange the order. As a rule, the list of products and prices is the first calendar (although the definition of the general conditions of sale provides for the definition of the products referring to these lists). Another example should be the list of acquired companies in a calendar for a share purchase agreement should probably precede all other calendars (with the possible exception of a list of selling companies). The designation of calendars and calendars. The inclusion of timelines in schedules again raises the question of name. It`s a good idea to use another naming convention for these built-in calendars. It is a good idea, for example, to qualify the timetables of the main agreement as a timetable and to designate the annexes to these calendars as an annex (or appendix).
An alternative style regularly adopted for numbered calendars is to use the section number mentioning the calendar first….