Conscious Ambiguity: Slaying Cerberus in the Interpretation of Contractual Inconsistencies

@inproceedings{Duhl2009ConsciousAS,
  title={Conscious Ambiguity: Slaying Cerberus in the Interpretation of Contractual Inconsistencies},
  author={Gregory M. Duhl},
  year={2009}
}
In United Rentals, Inc. v. RAM Holdings, Inc., Vice Chancellor Chandler rejected conscious ambiguity as a drafting principle. In the face of seemingly inconsistent provisions in the merger agreement between United Rentals and Cerberus, Vice Chancellor Chandler denied United Rentals specific performance because the equipment lessor knew that Cerberus did not think there was a specific performance remedy in the agreement and, therefore, United Rentals was not a forthright negotiator. But… CONTINUE READING

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