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Contracts Keyed to Dawson
United Rentals, Inc. v. RAM Holdings, Inc.
Citation:
937 A.2d 810.Facts
URI agreed to sell its company to RAM and the parties entered into a Merger Agreement. The parties began their negotiations very far apart and drafts of the Merger Agreement went through various rounds of editing. In the final draft, Section 9.10 allowed for the parties to seek specific performance in the event of a breach, however it also included the following language “. . . subject in all respects to Section 8.2(e) hereof, which Section shall govern the rights and obligations of the parties . . .” Section 8.2(e) provided that in the event of termination “In no event . . . shall [RAM] . . . be subject to any liability in excess of the Parent Termination Fee for any or all losses or damages relating to or arising out of this Agreement . . . and in no event shall [URI] seek equitable relief or seek to recover any money damages in excess of such amount . . .” In early negotiations, URI pushed for a right to seek specific performance, however, testimony revealed that it’s attorney failed to convey such in later negotiations. RAM’s attorney also struck language in the Agreement regarding URI’s right to equitable relief and RAM asserted that during negotiations it believed it would be able to walk away from the transaction for a $100 million termination fee. RAM ultimately backed out of the Agreement and URI filed suit seeking enforcement of the Agreement.
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