Louis Mangione

Innovations in Education, Inc.

Timely Agreement

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Paragraph 5(a), which requires written acceptance before a specified date, must provide for a time limit within which negotiations must be concluded. But how many times has the final agreement shown that the execution of a party took place after that date? I assume that a significant percentage of the time agreements will be concluded beyond that date, without any of the parties or agents showing any concern. What for? The parties implicitly understand that the date is not an obstacle, provided that they negotiate and make progress in good faith. The question is whether the date inserted in paragraph 5(a) constitutes an automatic end to negotiations which have not previously resulted in an agreement concluded. This was probably the intention of the buyers when they submitted their offer, and this date was probably a deadline that the sellers confirmed when submitting a counter-offer. But that intention changed when the parties continued the negotiations. On October 19, when the reading agent inquired about the status, he said he was pleased that buyers are still considering the counter-offer, saying, “Great, let me know.” So why do we have paragraph 5(a) in the agreement? It clearly indicates that the supplier intends to conclude the negotiations by a given date. However, I would like to encourage any party that wants to impose this restriction to take a second step. If the date arrives and an agreement has not been reached, the party wishing to withdraw should immediately notify the other party that the offer (or counter-offer) is withdrawn, so that no contract can be considered concluded by subsequent acceptance. If you are a business owner and need to export your data, permanently delete your account, or have questions about the GDPR that are not covered by these help guides, please email us at: privacy@gettimely.com.

This indicated the sellers` intention to waive the “on or before October 19” requirement. When October 19 passed, the sellers took no action to indicate that negotiations had ended and that their counter-offer had been lifted. Instead, the listing agent invited a response, although belatedly, and the sellers themselves relaxed while waiting for the buyers` response to their counter-offer. It was only after receiving a second offer that they changed their position and only then did they try to adopt the position that any response to the counter-offer did not arrive after 19 October. Answer: That`s what matters. I hear your collective moans, so let me dare a reasoned answer: yes, the original buyers have an agreement, because no, the agreement did not expire on October 19. Services and content that are covered by one or all of Timely`s patents, registered patents, copyrights and trademarks provided through a web portal are only subject to these Terms of Use….

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