Reply to thread

Message: <blockquote data-quote="bmcdaniel" data-source="post: 8891272" data-attributes="member: 1772">I kind of feel like a lot of these are the same questions coming up over and over again. At some point, we need to make a FAQ."Irrevocable" does not have an inherent meaning divorced from context and divorced from the parties' intentions. In a very real sense, "irrevocable" means whatever the parties to the agreement want it to mean; or perhaps it is better to say "irrevocable" means whatever the court thinks the parties to the agreement want it to mean. Different parties will have different intentions in different contexts. The search for a single, definitive, meaning of "irrevocable" or any other word in a contract is a chimera (not in the D&D sense in the "a thing that is hoped or wished for but in fact is illusory or impossible to achieve" sense)Thats really the answer to your question. However, some of your subsidiary questions raise interesting issues, so I'll continue...This would be a perfectly good contract: "You and I agree that you will paint my house, and I will pay you $100. This agreement will be irrevocable, in the sense that neither of us can unilaterally revoke it. However, we can together agree to terminate the agreement. Furthermore, we both agree that after you paint my house, and I pay you $100, we will have no further rights or obligations under this agreement, and in that sense this agreement will terminate."The use of "termination" and "irrevocable" in this agreement are in no way contradictory. The intentions of the parties are perfectly clear. This is a slightly different topic that gets analyzed under the heading "remedies." If you did not paint my house, you have breached the agreement, and the law gives me remedies. One of the basic remedies under the law is to stop performance. If you did not paint my house (i.e. perform your obligations under the agreement), I am excused from paying $100 (i.e. the performance of my obligations under the agreement). Another remedy might be termination of the agreement. If you did not paint my house, I am entitled to terminate the agreement. Whether or what remedies the law gives you is a different question than whether the contract on its own terms is revocable. For example, a contract might say "In exchange for painting my house in January, I agree to give you $100 per year, in perpetuity and irrevocably." If you don't paint my house in January, the law may give me the remedy of allowing me to terminate the agreement. However, most lawyers would not use the word "revocable" to describe that contract because (at that level of analysis) every contract is potentially revocable by the law outside the contract, so its not really useful analytically.But note that agreements themselves can also specify remedies. For example, "In exchange for painting my house in January, I agree to give you $100 per year, in perpetuity and irrevocably. But if you don't paint my house by the end of January, I can unilaterally terminate this agreement." This agreement apparently has the same effect as the prior agreement, but probably most lawyers would describe it as "revocable according to its terms" or "revocable if conditions are met." I also note that this agreement might not actually have the same effect as the prior agreement because when the law grants you remedies, it might condition those remedies. For example, you may be able to terminate the prior agreement for nonperformance, but only after giving notice of intent to terminate and an opportunity to cure; whereas the second agreement might not have the same conditions.Again, a different analytical heading under contract law. This is referred to as "excuse." Is one party excused from performing their obligations under the contract (i.e. will not suffer remedies for non-performance) if performance is impossible. There is a whole branch of law on this, which again is orthogonal to revocability/termination. For example, a court is fairly likely to excuse your nonperformance if the house burned down; on the other hand a court is fairly unlikely to excuse your nonperformance if you waited until January 31 to start painting, and all the paint stores were closed because of a holiday.Once again though, drafters of an agreement can, by making their intention clear in the agreement. For example: "I am giving you control of my house so you can paint it, and you are obligated to deliver back to my painted house by the end of January, come hell or high water." Thats a perfectly sensible contract and if the painter claimed he could not paint the house, he would still be liable for nonperformance. Or consider: "You agree to paint my house no matter what. Whether it is burned or not, whether it is underwater or not, whether it even exists or not, you agree to paint it." That agreement doesn't make much sense, but it is still pretty clear. As absurd as it seems, if the house burned down, the painter probably cannot plead excuse for impossibility. Another complicating factor. Generally speaking, in common law jurisdictions, when a person dies all of their assets, liabilities, rights and obligations are transferred to a fictitious legal entity referred to as the person's estate. The persons heirs are entitled, but not required, to take the assets and rights of the estate, but if they choose to take the assets and rights, they must also take the obligations and liabilities.So, lets say the painter dies, and none of the heirs assumed the obligation. Does that mean that the agreement is terminated? No, in fact just the opposite. It means that the dead painter did not perform the agreement, and you can sue the dead painter's estate for nonperformance. If the heirs did assume the obligations under the agreement, then they basically step into the shoes of the painter. They are entitled to get paid, but they have to paint the house.This is somewhat complicated by the fact that some agreements are assignable (i.e. the rights and obligations of the agreement can be taken by the heirs) or non-assignable. Sometimes non-assignable agreements are said to be "personal" obligations. Whether an agreement is assignable or not is a whole different matter. For example, if you hired someone to paint your house, that agreement probably is assignable; but if you hired Van Gogh to paint your portrait, that agreement is probably not assignable. And (of course) the drafters of an agreement can specify in an agreement whether or not the agreement is assignable.Circling back to the top: "irrevocable" means nothing except what the specific parties to a specific agreement mean in the specific context of the agreement.--------------Not legal advice. I'm too tired to type the whole thing out; go find it another post of mine.</blockquote>

Verification