Morris was involved in a sales contract (the “SPA”) for shares of a company. The complainant received approximately $16 million as his first consideration. The OSG also provided for deferred consideration through a provision for benefits for the applicant`s counselling services. The OSG explained that the applicant had “the opportunity” to provide his advisory services between the parties for a period of four years from the close of the SG and “another reasonably agreed period. The complainant provided his services for four years and received approximately $4 million in return, calculated according to a formula agreed to in the ASA. The applicant then sought an “appropriate extension” for the provision of his services, which the respondent refused to do. In SigA, the Delaware Supreme Court ruled that SIGA had acted in bad faith. SIGA had an antiviral drug for the treatment of smallpox. However, SIGA no longer had the resources to develop or use this drug.
PharmAthene, which had raised the possibility of a merger, initiated financing negotiations. SIGA was not interested in a merger and offered to enter into a licence for financing. The parties have concluded a non-binding roadmap defining the terms of a licensing agreement. PharmAthene, however, insisted that the parties should first consider a merger instead of approving the concept sheet. As a result, the parties entered into a merger agreement expressly providing that if the merger is not completed on time, the parties “negotiate in good faith with the intention of executing a final licensing agreement in accordance with the terms of the prospectus.” The Tenant made use of his option to acquire the property, but the landlord refused to appoint an expert and stated that the clause was a simple agreement to accept. The House of Lords found that the pricing mechanisms for the property refund decision constituted a non-essential contractual clause and that, if the agreed-upon machine were to collapse, the Tribunal could replace other pricing machines to ensure the implementation of the agreement. Given that the contract provided that the price was to be determined by the evaluators, it is inevitable that the contract would be a sales contract at an objectively fair and reasonable price. The parties are often under pressure to reach an agreement quickly and can therefore use a later agreement to “achieve the agreement”. Morris illustrates the risks associated with this approach and how saving time in development can lead to costly legal disputes that can be extremely troublesome for a company, especially if the party wants to rely on the concept in question.