Common Contracts
1 similar null contracts
ners signing the Required Consents at- tached to the MSA so Vicki would be admitted as a limited partner.June 27th, 2012
As Jack points out, there is a big differ- ence between an agreement that he would transfer his interests in the businesses and execute the Required Consents, which he had the authority to do, and an agreement that he would compel the other partners to consent to Vicki being admitted as a limit- ed partner or for him to somehow make Vicki a limited partner, which he did not have the authority to do. It is not reason- able to interpret the MSA as implying Jack made the latter agreement—which is so important Vicki claims the entire MSA hinges on it—when the MSA clearly ex- pressed he made the former agreement. Said another way, it is not reasonable to interpret the MSA as implying the parties agreed and intended, as an unexpressed material part of the MSA and on which it was contingent, for Jack to do something he had no legal authority to do when the MSA expressly sets out his commitment otherwise.
