Terms of Merger Agreement Not incorporated Into Master Settlement Agreement
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Alford v. Kuhlman Electric Corporation No. 11-60728
www.ca5.uscourts.gov/
Before STEWART, Chief Judge, GARZA, and ELROD, Circuit Judges.
AFFIRMED. (May 24, 2013).
Posted in Contract – Interpretation, Indemnity, Settlement
Affirming the District Court, the Fifth Circuit holds that the terms of a Merger Agreement and Cooperation Agreement were not incorporated into a Master Settlement Agreement. Here, the MSA’s statement that “[obligor] shall make payments of the Settlement Funds on behalf of [obligee]pursuant to the [Merger Agreement]” was insufficient to incorporate the terms of the Merger Agreement into the MSA. “While discussion of incorporation by reference is often framed in terms which suggest the complete absorption of one document into another, it is important to note that when incorporated matter is referred to for a specific purpose only, it becomes a part of the contract for that purpose only, and should be treated as irrelevant for all other purposes.” 11 Williston on Contracts § 30:25 (4th ed.).
On Appeal from the United States District Court for the Southern District of Mississippi (Henry T. Wingate).
Read original articleTags: Master Settlement Agreement Alford, Merger Agreement
