The court contradicted counsel`s argument. The Court of Appeal quashed and found that the lawyers were not personally bound because of the presence of the rating. The California Supreme Court`s decision was again overturned and concluded that the rating did not exclude the lawyers from being personally bound. The agreement itself has included legal assistance in its confidentiality provisions and the signing of a contract generally indicates that it is bound by that contract. Schechter notes that lawyers should not disclose confidential transaction agreements, whether they are related or not. But if a lawyer cannot remain silent, he must be aware of any contractual liability for the disclosure of negotiated billing terms for clients. Companies may also consider developing internal policies and procedures when lawyers can associate it with their clients` transaction agreements. The parties have signed the transaction agreement. Their lawyers also signed the transaction agreement under the pre-print rating “APPROVED AS TO FORM AND CONTENT.” One of the lawyers then made public declarations of transaction and was prosecuted for breach of contract. Counsel argued that they were not personally bound by confidentiality obligations and their signature only meant that they had approved that their client was bound. For companies, it depends on who signs it or not.
A company acts through its employees and agents, which raises the question of which employee or agent can engage it in the execution of judgments. This question received a partial answer in the Provost case. What a mess! I recommend that if someone suggests that you, a lawyer, sign a contract that way, you say they will themselves. Instead, let the parties declare that they have been represented by counsel (as recommended in MSCD) and leave it at that. Do you want lawyers to remain confidential? Do it explicitly. After reviewing a client`s transaction contract, it is not uncommon for lawyers to sign under the rating “approved in form” or “approved in form and content.” When a lawyer submits such a signature, is it bound by the content of the transaction agreement? Maybe.
