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In This Case, The Contract Had No Beginning

Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the world she shall go, will be admired by everyone)".  Nearly 500 years later, a knowledge of Latin can still be an important asset as was illustrated by the Court of Appeal's decision in Fish IP Law v. Tsang, 2020 Cal. App. Unpub. LEXIS 145.

The issue before the Court of Appeal was whether an arbitration clause in a partnership agreement was enforceable after the parties had entered into an agreement stating that the partnership agreement was "void ab initio".  The defendant sought arbitration contending that the termination agreement only voided the partnership agreement prospectively, not retroactively. 

In the beginning the earth was void and so it seems was this contract . . .

The trial court sided with the defendant and the Court of Appeal in an unpublished opinion affirmed finding "'Ab initio' is a Latin phrase meaning 'from the beginning,' and, consequently, ''Void ab initio' means a contract is null from the beginning, as from the first moment when the contract is entered into.'" citing 17A C.J.S. Contracts, § 169 & fn. 1. 

As an unpublished decision, the case is subject to Rule 8.1115 of the California Rules of Court limiting citation and reliance.

What about turbaries?

Suppose an issuer holds a turbary, is that issuer a resource extraction issuer under the SEC's rule proposal?  See Is Coal a Mineral and Why Ask? 

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...