I'm good thanks. TOO LONG! Yet still waiting! :)
I thought that clause might what you're referring to. The issue I see with that interpretation though is that the amended agreement DID change that original agreement, so that old agreement was no longer what it was and there's nothing that makes it whole again.
Perhaps this makes my point better. If I sign a contract to buy a car, and the contract has 2 clauses as follows:
1.Seller provides 2015 Chevrolet Corvette Z06 to buyer.
2.Buyer gives seller lump sum payment of $70,000.
Then we make a separate amendment agreement that says:
1.Clause 2 of the original agreement is changed to Buyer gives seller 10 payments of $7,500 on the first day of the next 10 consecutive months.
2.Except as the original agreement is changed herein, the original agreement is not changed by this agreement.
So the amended agreement DID change clause 2 of the original agreement. It replaced Clause 2 lump sum payment with monthly payments.
If we terminate the amendment after 3 months of payments because I didn't make the 4th payment, absent any language in the amendment (or in the original agreement) saying we would revert to the original version of clause 2 in the event of such a termination or something similar, there is no longer a clause 2 in the original agreement.
Or conversely, if the original clause 2 is back in effect as you interpret, do I still owe the seller a lump sum payment of $70K, even though I've already paid $22,500 through the 3 monthly payments? Or do I owe him $70K minus the $22.5K? Or is the car free? Or can the seller name his own price? etc. etc. What prevails at that point since the amendment is now terminated?
I haven't dug into it, and since we don't see the whole agreements anyway, I'm not sure we can be sure, but I don't recall any such clarifying language, and since the new agreement was titled "AMENDED AGREEMENT" (ie implying an entire agreement) not "AMENDMENTS TO THE ORIGINAL AGREEMENT" (ie only parts of an agreement), I believe the original agreement was superceded and by that clause you highlight the unchanged parts were incorporated into the new amended agreement, and thus with that agreement now terminated, there is nothing left in its place.
That's my story and I'm sticking to it! lol.
Does that make sense? Do you see any language elsewhere that would cause the amended items to revert back to their original form, versus those clauses now being terminated altogether, thus leaving an incomplete original agreement? Let me know if you do.
Any resident esquires out there that can confirm or deny?
Anyone....Anyone.....Milestone...... (he says in the tone of the teacher in Ferris Buller's Day Off)
https://www.youtube.com/watch?v=uhiCFdWeQfA
