“If the language of the agreement is free of ambiguities, its meaning can be determined legally on the basis of the letter alone, without the use of extrinsic evidence.” Salerno v. Odoardi, 41 a.D.3d 574, 575 (2d Dept. 2007). Given that this is a question of law, whether a contract is ambiguous or not (W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157 (1990)), a court must first determine whether the disputed agreement on his face is reasonably sensitive to more than one interpretation (see Chimart Assoc. v. Paul, 66 N.2.2d 570 (1986)). If a clause or contractual clause is ambiguous and the determination of the parties` intent depends on the credibility of extrinsic evidence or a choice between conclusions to be drawn from extrinsic evidence, then the interpretation of that language is a question of fact and the decision is a matter of negotiation.
The fun bus. Underwriters v. American Intl. Group, 66 N.Y.2d 878,880 (1985). Any ambiguity in a contract must be interpreted with respect to the contracting party that developed the treaty. See Guardian Life Ins. Co. of Am. v. Schaefer, 70 N.Y.2d 888 (1987).
Depending on the specific language in a Memorandum of Understanding, a party may be required to negotiate in good faith the proposed trade transaction and not negotiate with other parties, even if a better offer appears before the formal agreement is signed. Such an obligation could arise if both parties have indicated their intention to be legally bound by the Mouse, if the terms of the agreement are clear enough to be implemented, and if the review has taken place. In one case, a court found that a duty to negotiate in good faith was a result of a detailed statement of intent in which one party promised to remove land from the market and negotiate with the other party only with the MOU. A Memorandum of Understanding is a document that sets out the intentions of two or more parties to jointly conduct transactions; it is often non-binding, unless the language of the document specifies that companies are legally bound by the conditions. Some ISDs may include privacy or access rules. These terms of law offer some protection to the seller, so that he can share information with a buyer to perform additional due diligence activities while negotiating a sales contract. LOis may also include exclusivity clauses in which the buyer is consoled by the fact that the seller will no longer market the property while the parties negotiate their contract. The parties acknowledge that this letter does not contain all the essential issues, the general terms and conditions necessary for the purchase and sale. Therefore, the obligation for the parties to complete the purchase and sale is subject to negotiation and implementation of final agreements by the parties until a specified date. This letter therefore serves exclusively as the basis for further discussion and is not conceived as a legally binding agreement and does not constitute it; provided, however, that the provisions of paragraphs 4, 5, 7 and 8 and this paragraph are binding on the parties in this regard and apply only to paragraphs 7 and 8.
If, for any reason, the final agreements are not enforced by the parties and provided by the parties, each party may terminate the letter after written notification to the other party. Time is of the essence for the execution of this letter. The United Arab Emirates Civil Code also allows the parties to determine in the LOI that other conditions will be agreed upon at a later date and to declare that the ACT would not be binding if these conditions were not agreed upon. Accordingly, a law is mandatory if it contains the essential conditions and does not contain a provision that it invalidates in the absence of agreement on the remaining conditions. The logical question is: what exactly are these essential concepts? Statements of intent, sometimes referred to as “Memorandums of Understanding,” are often used in media transactions and are pre-contract documents that contain certain fundamental conditions for which the parties intend to enter into binding final agreements.