Amidst complicated questions of corporate mergers, intellectual property, and more, commercial contracts often come down to fundamental issues of document drafting and contract construction. Whether yours is a (seemingly) straightforward contract for services or a complex deal, success often comes down to what’s on the paper you sign and your understanding of what rights and responsibilities are contained in that language. When it comes to getting a contract that does what you intended, and then enforcing the rights you obtained through that agreement, make sure you have an effective and experienced Atlanta commercial contracts lawyer advocating for you.
A recent 11th Circuit Court of Appeals breach of contract case is a strong example of what we mean. The client was a corporation headquartered in Florida “that specializes in defense and information technology.” The consultant was a corporation that “offers research and consulting services related to infrastructure and energy.”
The parties inked a consulting agreement in 2010 to use radio frequency heating technology to obtain heavy oil from oil sands. The “Miscellaneous” section of the deal called for the consultant to receive a payment (capped at $4 million) if “IP is sold, merged or transferred and the primary basis of the sale is not the IP.”