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I think a lot of people understand that "contractually waiving a home inspection" means you can't withdraw from a home purchase because you didn't get a home in

I think a lot of people understand that "contractually waiving a home inspection" means you can't withdraw from a home purchase because you didn't get a home inspection. Even if you are now claiming, without proof, that the basement leaks.

MrMan 4y ago
why the analogies? its a corporate merger, there is a vast body of practice in this area, we can just speak from experience, no need to make incorrect analogies to other unrelated areas of endeavor
- gamblor956 4y ago
  Correct, and the analogy is apropos. In a corporate acquisition, the contract is law. And if a party, with billions of dollars, chooses to waive a standard provision, then the choice to waive that provision is held against them when interpreting the parties' understandings of the terms and representations that were included in the contract. In this case, Musk deliberately waived due diligence to get Twitter to accept his offer. This means, that all representations must be interpreted in the light in which they were not material to the contract and thus not grounds for withdrawing from his obligation to proceed with the purchase.
- Ensorceled 4y ago
  > why the analogies? its a corporate merger Because clearly everybody is having hard time understanding this ...
farmerstan 4y ago
See, you have proven your own ignorance with your example! When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale. So you accidentally gave a perfect counter example as to why you are wrong.
- KerrAvon 4y ago
  A home sale is often more complicated than that. In some places, you can buy a house “as-is,” meaning that effectively the seller is largely not on the hook as long as they didn’t egregiously misrepresent the condition of the house.
  - farmerstan 4y ago
    Yes but if they don’t disclose problems they are on the hook for it no matter if they sell it as-is.
    - Ensorceled 4y ago
      That's not what "as-is" means, contractually. There may be certain things that, by regulation, must be disclosed (most commonly lead pipes, asbestos, flood plain) but other than that... In some places, you can also sell a house as "condemned" and then you have no recourse what-so-ever.
- Ensorceled 4y ago
  > See, you have proven your own ignorance with your example! Surprise, the basement isn't leaking. You just claimed it was. This is the problem, you believe Elon is right without proof.
- gamblor956 4y ago
  When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale. You have proven your own ignorance with your example! The sellers are liable for some things, in some states, because there are laws that say they are liable for some things. No such laws generally apply to corporate acquisition agreements.
  - farmerstan 4y ago
    And yet there are federal disclosure laws that you must disclose like lead otherwise you are liable. So again you just proved yourself wrong. And yes, nothing protects a company from not disclosing material information regardless of “due diligence”, including fraud. So give it up.
s1artibartfast 4y ago
You can still withdraw from a home purchase if they seller lied in their disclosure, which is actually quite common.
- Ensorceled 4y ago
  Sure. But you can't withdraw by pointing to some clause and SHOUTING that they lied, they actually have to have lied and you have to prove it. You're moving the goal posts on my analogy which is ironic ...

MrMan 4y ago

why the analogies? its a corporate merger, there is a vast body of practice in this area, we can just speak from experience, no need to make incorrect analogies to other unrelated areas of endeavor

gamblor956 4y ago
Correct, and the analogy is apropos. In a corporate acquisition, the contract is law. And if a party, with billions of dollars, chooses to waive a standard provision, then the choice to waive that provision is held against them when interpreting the parties' understandings of the terms and representations that were included in the contract. In this case, Musk deliberately waived due diligence to get Twitter to accept his offer. This means, that all representations must be interpreted in the light in which they were not material to the contract and thus not grounds for withdrawing from his obligation to proceed with the purchase.
Ensorceled 4y ago
> why the analogies? its a corporate merger Because clearly everybody is having hard time understanding this ...

farmerstan 4y ago

See, you have proven your own ignorance with your example! When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale. So you accidentally gave a perfect counter example as to why you are wrong.

KerrAvon 4y ago
A home sale is often more complicated than that. In some places, you can buy a house “as-is,” meaning that effectively the seller is largely not on the hook as long as they didn’t egregiously misrepresent the condition of the house.
- farmerstan 4y ago
  Yes but if they don’t disclose problems they are on the hook for it no matter if they sell it as-is.
  - Ensorceled 4y ago
    That's not what "as-is" means, contractually. There may be certain things that, by regulation, must be disclosed (most commonly lead pipes, asbestos, flood plain) but other than that... In some places, you can also sell a house as "condemned" and then you have no recourse what-so-ever.
Ensorceled 4y ago
> See, you have proven your own ignorance with your example! Surprise, the basement isn't leaking. You just claimed it was. This is the problem, you believe Elon is right without proof.
gamblor956 4y ago
When you buy a home, even if you waive all contingencies, including a home inspection, if the seller fails to disclose material problems with the house, the sellers will be liable. This liability extends for years past the close of sale. You have proven your own ignorance with your example! The sellers are liable for some things, in some states, because there are laws that say they are liable for some things. No such laws generally apply to corporate acquisition agreements.
- farmerstan 4y ago
  And yet there are federal disclosure laws that you must disclose like lead otherwise you are liable. So again you just proved yourself wrong. And yes, nothing protects a company from not disclosing material information regardless of “due diligence”, including fraud. So give it up.

s1artibartfast 4y ago

You can still withdraw from a home purchase if they seller lied in their disclosure, which is actually quite common.

Ensorceled 4y ago
Sure. But you can't withdraw by pointing to some clause and SHOUTING that they lied, they actually have to have lied and you have to prove it. You're moving the goal posts on my analogy which is ironic ...