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> The search for a new CEO started over 50 days ago. It was at the same time that Travis agreed in writing to modify the company’s voting agreement to ensure th

> The search for a new CEO started over 50 days ago. It was at the same time that Travis agreed in writing to modify the company’s voting agreement to ensure that the board was composed of independent, diverse, and well qualified directors. Despite agreeing in writing to sign these amendments, he has still not done so. I'm having trouble wrapping my head around what the legal difference is between "agreeing in writing to sign something" and "signing something". Anyone familiar with contract law want to chime in?

dmurray 9y ago
Not a lawyer, but you can have a contract to sign a contract. In fact this is normal in, for example, merger dealings and even smaller issues like buying a house: you first sign an agreement that says, after certain due diligence, you'll sign another agreement. The original agreement may or may not specify penalties for defaulting on it and not signing the second agreement, and if sued for breaching the first agreement, a court might not hold you to signing the second agreement. In this case, the first agreement definitely isn't enough to modify the company's articles of incorporation.
ABCLAW 9y ago
Say you sell wizards from the university of manchester. Say I want a wizard from the university of manchester. If you and I sign a document that says umanwizard sells me a umanchesterwizard with all the little deets like price and timing of delivery and such, then we've reached an agreement. If you and I sign a document that says we will put together a purchase in the future, however, we explicitly are acknowledging that we haven't signed the aforementioned document yet. Depending on the facts and jurisdiction, some places deal with these situations differently, but in common law generally an agreement to agree is not the agreement, and is a non-binding promise. That said, this is very general and you should speak with a lawyer (because i am not yours) if you want a fast and firm answer in a specific situation.
- umanwizard 9y ago
  Awesome explanation, thanks! FWIW, the jurisdiction in this case seems to be Delaware. Nobody can know what the facts are until a court or jury determines them...

dmurray 9y ago

Not a lawyer, but you can have a contract to sign a contract. In fact this is normal in, for example, merger dealings and even smaller issues like buying a house: you first sign an agreement that says, after certain due diligence, you'll sign another agreement. The original agreement may or may not specify penalties for defaulting on it and not signing the second agreement, and if sued for breaching the first agreement, a court might not hold you to signing the second agreement. In this case, the first agreement definitely isn't enough to modify the company's articles of incorporation.

ABCLAW 9y ago

Say you sell wizards from the university of manchester. Say I want a wizard from the university of manchester. If you and I sign a document that says umanwizard sells me a umanchesterwizard with all the little deets like price and timing of delivery and such, then we've reached an agreement. If you and I sign a document that says we will put together a purchase in the future, however, we explicitly are acknowledging that we haven't signed the aforementioned document yet. Depending on the facts and jurisdiction, some places deal with these situations differently, but in common law generally an agreement to agree is not the agreement, and is a non-binding promise. That said, this is very general and you should speak with a lawyer (because i am not yours) if you want a fast and firm answer in a specific situation.

umanwizard 9y ago
Awesome explanation, thanks! FWIW, the jurisdiction in this case seems to be Delaware. Nobody can know what the facts are until a court or jury determines them...