Yesterday I poked fun at the non-existent proof-reading skills of my roofer. But it isn't only humble tradesmen that can come unstuck: it can happen to exalted professionals as well. Harken to one of Old Drew's war-stories - and mark well ...
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Twenty-five years ago during the first 'Dash for Gas', a sellers' market prevailed for a while in natural gas. One of the very largest oil-and-gas producers who shall remain nameless, let's call it *xx**, interpreted this cyclical state of affairs as a licence for unbridled commercial arrogance, and had a juicy chunk of gas for sale. They put it out to market, telling prospective buyers that the sale would be under the terms of a long-term contract they'd drafted themselves, and the only matter for negotiation was the price: all other contractual aspects would be per the *xx** diktat.
This was not the norm: such contracts are very long and generally bespoke, and the details would ordinarily be up for genuine bilateral negotiation. Several potential buyers read the uncompromising *xx** document and politely observed that the text wasn't beyond improvement, for the benefit of all parties. They were shown the door. The winning bidder accordingly sent its negotiators and lawyers simply to check the agreed price had been correctly entered in the space provided, and to conduct the usual round-table proof-reading of the 250-page document. (Half a dozen people sit there reading one page each in turn, out loud, and it is hoped that typos and other cock-ups will thereby be nailed.)
At one point during proof-reading, progress was momentarily halted when the reader of the page in question read out the phrase "... the either Party ...". Hoho!, everyone said - that's not English, it's a cock-up! So they solemnly eradicated the otiose "the" and completed their monotonous task.
A few years later the inevitable happened: the sellers' market became a buyers' market and this particular gas contract became horribly out-of-the-money for the buyer - so much so, the buyer got into financial difficulties and was taken over. The acquirer of said company set the lawyers to work on the dire contract ... and what did they find?
"Change of Control: In the event of a change of control of a Party, either Party may terminate this Agreement."Gotcha! And the acquirer solemnly served a termination notice.
Of course, *xx** rushed to the courts claiming Manifest Error: obviously it should have read "the other Party". Well, usually it would. But, consistent with the glories of the Common Law, since both buyer and seller were big companies well able to look after themselves, the words of the contract said what they said and the court rightly threw out their case.
And indeed, that was that: with one bound, the acquirer was free of the burdensome deal. Back at *xx** - a firm well-known for control-freakery - the very senior head of the gas division was rather publicly moved to post that (how shall we put it?) didn't represent a promotion.
There but for the Grace of God ..? Hard to suppress a chuckle, though, in the circumstances. Read the bloody small print! Carefully!!