Friday, July 05, 2019

Legal Phrasing Questions Abound

Legal Phrasing Question: How does one tactfully asks an opposing attorney on a contract deal:
"Who pissed in your Cheerios this morning?"

Normally the guy comes across as a reasonable and friendly guy getting a transaction done, which is as it should be, this morning not so much.

Here's the thing, he drafted the purchase agreement, which stated 60 days for due diligence and a closing 30 days after that.

Simple to read, simple to do, we agreed to it, no problems, and my client as seller has done their part.

He recently asked for an extension of both dates and my client agreed to extend the closing but not the due diligence date, mainly because the buyer is already occupying the building and has for years, and thus knows all about the building, so any diligence has been more than due and has really been done before he exercised an option to buy it and we don't want this going on forever.

Opposing counsel is rather testy by that response and claims we're being technical and that since the deal is based on an option the numbers and dates in the purchase agreement shouldn't matter. He follows up that he didn't even really need to ask to ignore the dates.

I point out that's not how a contract works, and it is his own document and his own numbers, and we're giving him an extension on the closing date, so what's the real problem?

He then threatens that since we're taking a "hard line" (by following his own document) he's going to get "technical" as well.

Ok then. My bet is they're looking for an excuse to get out of the deal. We'll see where he goes technically from here.


drjim said...

Buyer's Remorse?

Old NFO said...

Sounds like an asshole, or his client 'found' a better deal elsewhere...

Aaron said...

Yep, it looks like they're trying to be cute and back out of the deal, and if they get an extended due diligence period they can do it to get their good faith deposit back, which seems to be the game they are playing..