Parties to a transaction agreement often agree to pay their own legal fees, but are there any specific costs that the parties should share? When companies decide to resolve problems by mutual agreement, the settlement agreement should accurately reflect the compromise reached by the parties. Too often, the focus is only on the amount to be paid in exchange for the release of debts, but there are other equally important considerations that need to be addressed. You know? One of the mistakes I have always seen in the agreements I audit is the waiver of future claims. Take, for example, Hamilton vs. General Electric Co. (6th Cir. 2/12/09) in which an employee had signed a “last chance agreement.” In exchange for reinstatement following a previous dismissal, the employee agreed that he would not sue for future dismissal. The 6th Circuit found this promise unworkable, as it boils down to the publication of future claims. A settlement agreement on a legal fee of GBP 130,000 also covered a subsequent claim of 70 million LIVES for breach and negligence. The existence of a possible right to infringement and negligence was not suspected at the time of the transaction agreement. Properly interpreted, the broad release clause and the definition of claims cover rights beyond the original litigation. The context did not limit the scope of the transaction agreement. A right to breach of contract and negligence lies in the realm of possibility rather than “unknown strangers.” Khanty-Mansiysk Recoveries Ltd v Forsters LLP  EWHC 522 (Comm) is a strong reminder that it is important to consider the extent of the publication.
Often, the parties will pull in opposite directions when negotiating this formulation, but it is important to understand what is “liberated” and what is not. When entering into transaction agreements with your current or former employees, Employers generally identify “living” claims and alleged claims that the worker may have against the company and include a “catch-all” rule that, since the employee was legal counsel by his legal counsel, has no other claims against the company or its senior executives, employees or shareholders arising from his employment or dismissal or otherwise. It is common practice for certain rights to also be excluded from the scope, i.e. future rights to loss of pension rights, any right to the terms of the transaction contract, claims for compensation and, with the new whistleblowing regime (discussed elsewhere in this newsletter), clauses preventing an employee from making a protected disclosure in a timely manner. If you use agreements for employees (for example. B redundancy pay agreements), make sure they do not try to obtain rights based on future behaviour. Large-scale development was presented as evidence of the parties` intention to go beyond their original litigation and include claims such as this one. Lord Bingham`s “precautionary principle” did not assist the complainant in considering the broad text of the settlement agreement. As the employment cases described above show, if the objective of a transaction agreement is to reach a complete and final settlement of the receivables, it is not necessarily easy to cover them all in an agreement. When reaching an agreement, there is not much to consider, especially based on the catch-all rule. However, the drafting of the waiver and release clause must be carefully considered to ensure that you do not compromise future claims that your company may have against an employee, or vice versa, if certain staff claims are to be deleted. The defendant law firm advised an oil exploration company on the acquisition of oil exploration licenses by transferring shares to a Russian company.