Not sure. William stepped down from CEO and is only a board member. Unless I am wrong, since there is no formal contract ever signed, then this implicit, informal contract/agreement may be null after William’s resignation.
Consider the following scenarios:
1. Suppose there was a board meeting in which William had voted No on the expansion, since thr majority ruled in favor of the expansion, could plantiff now argue the new management was aware of this implicit agreement? Had William ever shared this information with anyone else?
2. If not, and if the board and the CEO were not aware of this implicit agreement until recently - whether William had forgotten about this whole agreement or not, then is Twitter obligated to honor this implicit agreement?
It seems Twitter should honor the agreement because William represented Twitter when he made that correspondence. However, it is not uncommon for one CEO to write “We do not have a plan to sign a contract with your competitor yet”, then after his or her resignation, the new CEO can join force with the competitor. That’s perfectly legal and has always been done before. If a resturant owner said “I will never stop ordering wines from you”, then the new owner doesn’t have to honor this causal “promise”.
You may be right on these specifics (and I'm sure Twitter's lawyers will spend hundreds of hours searching through all the possible permutations), but on the other hand, as long as someone is acting in the capacity of a corporate officer with duly appointed authority, and makes an agreement in that capacity, then the agreement binds the corporate entities. Whether that officer then informed other members of the company may not really be material here.
Just ask yourself whether this would be a good general policy: corporations get to escape contracts if their exec promises something and then leaves, or they just 'conveniently' forgets to inform other execs. In that world, how can any two corporations agree on anything?
Note that if an exec really does enter in a huge future liability and fails to inform the corporation, the usual way it should be resolved is the corporation is still liable, and then the corporation sues the former exec for failure to execute duties properly, with the sudden unanticipated liabilities going towards proving damages.
Except an agreement isn't really the same thing as a contract. For a contract to be legal, there has to be "consideration". I'm not sure if anything qualifies as consideration in this case.
Yes, you could be right there. Although a bit sticky since it is only a similarity of names and not actual usage of "TWiT" that Leo allowed them to continue with.
Consider the following scenarios:
1. Suppose there was a board meeting in which William had voted No on the expansion, since thr majority ruled in favor of the expansion, could plantiff now argue the new management was aware of this implicit agreement? Had William ever shared this information with anyone else?
2. If not, and if the board and the CEO were not aware of this implicit agreement until recently - whether William had forgotten about this whole agreement or not, then is Twitter obligated to honor this implicit agreement?
It seems Twitter should honor the agreement because William represented Twitter when he made that correspondence. However, it is not uncommon for one CEO to write “We do not have a plan to sign a contract with your competitor yet”, then after his or her resignation, the new CEO can join force with the competitor. That’s perfectly legal and has always been done before. If a resturant owner said “I will never stop ordering wines from you”, then the new owner doesn’t have to honor this causal “promise”.
Let’s see how the court takes this case.