RE: Jimzi7 Dec 2019 09:16
Oops I appear to have opened a can of worms.
Jimzi, I read back your post about implied contracts. I think everyone is arguing about different things.
(a) What is or isn’t implied will be a question of Ghanaian law, not the law of any draft unsigned contract. Again, I apologise if you are a Ghanaian law expert.
(b) Even if English law applied (it won’t) one would need to look at all of the circumstances to decide what is implied. You’re right that the draft contract will be relevant but it won’t be the only thing the court would look at. I assume that there has been some discussion between the parties where it has been agreed that WSG will continue on a temporary basis until a contract is signed (rather than a classic “battle of the forms”) so that will be relevant to any implied termination provisions. This is probably what Foxy means by “conditional”. It almost certainly has a bearing on term/compensation and none of us are privy to those discussions.
(c) Even if the law implies a contract, it won’t imply a 10/15 year term akin to the wording of the draft unsigned contract. It just won’t. As I said before, at best it implies a short termination period and some compensation provision. It won’t give grounds to require specific performance. Nor will it give rise to multi-million dollar compensation. The law may mean that we’re not left out of pocket but I’m not convinced that is what investors are here for!
Anyway, I’m not trying to pick a fight and hopefully this will all be moot as of next week. Have a nice weekend all.
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