2 ms·

I'm gonna go out on a limb here and say there was no lawyer involved in the capital C part of the story at all Agreed. If "Connected Persons" in the UK tax law

I'm gonna go out on a limb here and say there was no lawyer involved in the capital C part of the story at all Agreed. If "Connected Persons" in the UK tax law was intended to govern the contract's interpretation, that would have been explicitly called out in the contract. (Note: in the U.S., M&A law is part of tax law, but even in this context it is understood that a term has its common/dictionary meaning unless the language of the agreement specifically states that a statutory or regulatory meaning is intended.) But also, capitalization isn't generally relevant for determining whether a noun refers to a defined term or not; for example "Connected Persons" "connected persons" and "CONNECTED PERSONS" are all read the same, unless there is something in the contract that specifically states otherwise. It used to be common for the first usage of a defined term to be all caps. This story reads like someone thought they could save money by not having a (subject-matter competent) lawyer review everything and it came back to bite them in the ass.

NoboruWataya 2y ago
> But also, capitalization isn't generally relevant for determining whether a noun refers to a defined term or not; for example "Connected Persons" "connected persons" and "CONNECTED PERSONS" are all read the same, unless there is something in the contract that specifically states otherwise. It used to be common for the first usage of a defined term to be all caps. In my experience it is a common convention in UK law contracts for defined terms to have the first letter in each word capitalised whenever they are used. Completely agree with the broader point though - capitalising a term that happens to be defined in some legislation somewhere doesn't generally mean it has the same meaning as in that legislation unless explicitly linked to the legislation.
BonoboIO 2y ago
This whole story with the „c“ smells like bs to me. Your conclusion sounds more believable than his story, it was not the capital c that maybe cost him thousands of pounds, but that his lawyer is incompetent or did not even exist. It sounds like a justification to himself, that this could have happened to anybody and it’s just bad luck, but in reality he f*cked up and it was preventable.

NoboruWataya 2y ago

> But also, capitalization isn't generally relevant for determining whether a noun refers to a defined term or not; for example "Connected Persons" "connected persons" and "CONNECTED PERSONS" are all read the same, unless there is something in the contract that specifically states otherwise. It used to be common for the first usage of a defined term to be all caps. In my experience it is a common convention in UK law contracts for defined terms to have the first letter in each word capitalised whenever they are used. Completely agree with the broader point though - capitalising a term that happens to be defined in some legislation somewhere doesn't generally mean it has the same meaning as in that legislation unless explicitly linked to the legislation.

BonoboIO 2y ago

This whole story with the „c“ smells like bs to me. Your conclusion sounds more believable than his story, it was not the capital c that maybe cost him thousands of pounds, but that his lawyer is incompetent or did not even exist. It sounds like a justification to himself, that this could have happened to anybody and it’s just bad luck, but in reality he f*cked up and it was preventable.