I hope this isn't a red herring. Or maybe I hope it is...? Not sure, but if the details of this document turn out to be as they appear, then nation states have really allowed themselves to be hung out to dry by this company.
It's full of legalese with boxes of explanation for the layperson.
https://threadreaderapp.com/thread/1419653002818990085.html
(Hoping this isn't the heavily redacted version; apologies if so)
I hope this isn't a red herring. Or maybe I hope it is...? Not sure, but if the details of this document turn out to be as they appear, then nation states have really allowed themselves to be hung out to dry by this company.
It's full of legalese with boxes of explanation for the layperson.
https://threadreaderapp.com/thread/1419653002818990085.html
(Hoping this isn't the heavily redacted version; apologies if so)
Its pretty standard. At least in Common Law countries like the US,UK etc a common trick used by sleazy lawyers is to pack a contract with outrageous and unenforceable claims and then stick in something like "this contract is not voided by any part being illegal" or something to that effect.
Just how much illegal / unenforceable stuff that is packed into a contract gives you a good idea of just how sleazy the other party is. Most good faith parties will only put in the unenforceable stuff by oversight and accident. In my experience that is most of them for basic business relationships.
A few of the dodgier ones will try to sneak a few illegal / unenforceable items that if not challenged will benefit them. I usually leave those in uncommented on the principal that they will be very useful if there is ever a disagreement. Nothing like pointing out to the other sides lawyers in a dispute a few of the very obvious unenforceable items in the contract under local law to get a reaction. That always settles the dispute very quickly.
On a few occasions with very marginal parties I have returned the signed contract with the illegal / unenforceable items simply struck out. To gauge the reaction of the other party. Always fun to watch. They have always folded and tend to be on best behavior as they know they have been caught. But I will never trust them.
As for the Pfizer contract. Pretty typical pure sleazy lawyer stuff. I rate it 10/10 for packing with illegal / unenforceable items in the contact. At least in the US a deep pocket party could rip that contract to shred. But it would be expensive to overturn. You are talking at least $20M/$30M in legal costs etc so only a State Attorney General or Fed DOJ prosecutor would have the resources to do it.
@jmc tbh that's not generally the case. Courts are reluctant to interfere in freely negotiated contracts.
Claims which might lead to an order for a contract to be void would normally relate to (fraudulent) misrepresentation or that the contract is itself void because it's purpose is illegal.
Where there are unfair terms (a legal concept) in certain circumstances, certain words might be deleted but the aim would be to leave the rest of the contract in place.
Other claims for breach of contract are usually in damages (i.e. money) for losses suffered, subject to a number of rules on recoverability.
@jmc tbh that's not generally the case. Courts are reluctant to interfere in freely negotiated contracts.
Claims which might lead to an order for a contract to be void would normally relate to (fraudulent) misrepresentation or that the contract is itself void because it's purpose is illegal.
Where there are unfair terms (a legal concept) in certain circumstances, certain words might be deleted but the aim would be to leave the rest of the contract in place.
Other claims for breach of contract are usually in damages (i.e. money) for losses suffered, subject to a number of rules on recoverability.
In England and Wales maybe but in other Common Law countries like the US its a lot more freewheeling so far more litigation. Serious amounts of litigation on contracts that went south.
And as the company in question is a US one all probable litigation would be in a US court. What I described is just how it works in the US legal system. Been directly involved in a number of these cases over the decades. A very different world from the UK legal system.
Although not quite the same legal area but it all does originate in an acquisition contract the current extradition of Mike Lynch of Autonomy to the US gives an idea of just how different things work legally in the US. Lynch puffed up the financials but it was so transparent that everyone in the Valley new it was a tissue of lies but the deal went ahead because of the ego of of one of the directors of HP. Pure willful negligence by the acquisition company. HP lost $9 billion plus on the deal due to their negligence but its Lynch who is going to jail..
As I said, very different from the UK. And thats the legal environment any challenge to a Pfizer contact would be fought in. The US legal system
@jmc true, I am talking from an English law point of view. If the contract's gov law and jurisdiction clauses are a particular US state/jurisdiction then it would be different and have a different interpretation. I didn't see what was in the contract which was highlighted. It doesn't really matter too much, unless there is some substance behind a claim (for breach of contract or otherwise) which the other party is minded to bring. Also hardly anyone, certainly here, includes clauses just for the sake of it when they know they are unenforceable or easily challengeable. No point.
The example you are giving sounds like it was fraudulent misrepresentation or a breach of takeover law (presuming public companies) in which case it could also have constituted a criminal offence hence the circumstances you mention.
@jmc true, I am talking from an English law point of view. If the contract's gov law and jurisdiction clauses are a particular US state/jurisdiction then it would be different and have a different interpretation.
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The example you are giving sounds like it was fraudulent misrepresentation or a breach of takeover law (presuming public companies) in which case it could also have constituted a criminal offence hence the circumstances you mention.
The US legal system is a very different universe. If a foreign companies business touches the US in any way then if one party has deep pockets and its to their legal advantage then the US will the legal venue. Tthe US treats the whole world legally the way the UK treated all the pink bits on the map in 1900. As the final court and arbiter.
With those Pfizer governments contracts if any challenge is ever made the most likely venue will the Federal Court for the Southern District of NYC. If you want to win against Pfizer that is. You can use you national courts to bring a case but that would only be for domestic political consumption. But it would be very unlikely to actually get a final settlement. Like any money being paid in damages.
The HP/Autonomy case had nothing to do with Companies Act etc. Its a Fed case so the legal reasoning the case, as usual, is very tortured. But basically the HP board did not do the legally required due diligence, bough a pig in a poke, and then pulled in some political favors to set the Feds on the sellers. Who just happen to be British.
Even though the British party like everyone else knew it was a pig in a poke when the Feds were set on them they did not take the game seriously. Thinking it was just like the UK. So they became legal road kill. Not the first time foreigners did not take the game involved in US prosecutions seriously and paid the price. If they had they would paid the right lawyers to negotiated the best possible plea bargain at the earliest possible favorable moment.
As I said a very different legal universe. That's what happens when you have 1.3 million lawyers. As against 120K in the UK.
I have only seen some extracts from this but as a general point a lot of the boilerplate clauses are by no means unusual and are similar to any number of commercial contracts I have seen, drafted and negotiated. They are almost always heavily skewed in favour of the supplier/service provider especially limitations and exclusions of liabilty.
The big questions are do they reflect the standard position for previous vaccine or other drug contracts or are they unusual or different for this vaccine? If so, why?
Has the UK govt has done the right thing for taxpayers and citizens in accepting the commercial terms e.g. price and other terms restricting any comeback against Pfizer? Could the govt have negotiated a better deal? Did it try?
I doubt the government did try to negotiate a better contract.
Had the contract stated that all parties involved in the vaccine rollout must be stark naked in the process then that too would have been signed off without a murmur; after all, 'we're saving lives here...'
Parliament is above any contract to business , since the key provision of the British constitution is that Parliament can make or unmake any law. This is a powerful rule. Pfizer can hire a million top shot US lawyers, and the british can permanently silence them all in half an afternoon. If the lawyers don't like it, they can take it up with the Queen, since only the Queen can dictate to Parliament.
