[NRO-IANAXFER] Should text of the contract be included? Proposal: Final Call for Comments

Richard Hill rhill at hill-a.ch
Mon Jan 12 13:53:23 CET 2015


In many jurisdictions, there is no requirment for consideration or a financial transaction of any kind.  That is, a contract can be concluded without "consideration".  

That's one of the reasons why I think that a choice of law clause is necessary.

Best,
Richard
  -----Original Message-----
  From: Pindar Wong [mailto:pindar.wong at gmail.com]
  Sent: lundi, 12. janvier 2015 13:51
  To: rhill at hill-a.ch
  Cc: Alan Barrett; ianaxfer at nro.net
  Subject: Re: [NRO-IANAXFER] Should text of the contract be included? Proposal: Final Call for Comments


  Thank you Richard.


  It'll be interesting to see how the money/financial consideration bit will be contracted.

  p.




  On Mon, Jan 12, 2015 at 5:53 PM, Richard Hill <rhill at hill-a.ch> wrote:

    Please see below.

    >-----Original Message-----
    >From: ianaxfer-bounces at nro.net [mailto:ianaxfer-bounces at nro.net]On Behalf Of Pindar Wong
    >Sent: lundi, 12. janvier 2015 08:51
    >To: Alan Barrett
    >Cc: ianaxfer at nro.net
    >Subject: Re: [NRO-IANAXFER] Should text of the contract be included? Proposal: Final Call for Comments
    >
    >>
    >>On Sat, Jan 10, 2015 at 1:11 AM, Alan Barrett <apb at cequrux.com> wrote:
    >>
    >>2. If so, should there be a formal contract between ICANN and the RIRs?
    >
    >I don't know.

    As others have pointed out, whether a document is called MoU or contract does not necessarily determine its legal effects.  What is more important is the actual content of the document.

    It seems to me that the content of the document we are discussing qualifies it as a contract.

    >the current draft, to my eye, uses 'agreement' and 'contract' somewhat
    >interchangeably.

    In some jurisdictions, an agreement is a contract.

    SNIP

    >also recall

    >'Nothing in this MOU shall be construed to create between or among any of the
    > parties a partnership, joint venture, or impose any trust or partnership or
    > similar duty on any party, including as an agent, principal or franchisee
    > of any other party.'
    >
    >This will/will not change under contract?   I haven't the foggiest idea.

    I presume that the new contract will contain exactly the same clause, so that nothing will change in that respect.

    SNIP



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