backdating

FH Partners, LLC v. Complete Home Concepts, Inc.

I wrote about this case, which involves backdating contracts, in Backdating Contracts Is Tricky Business. In addition to the loan I discussed in that post, the appellate court considered FH Partners’ ownership of another loan and held that FH Partners had a partial ownership interest in the loan, reversing the trial court.

Frontenac Bank v. T.R. Hughes, Inc.

On review of the trial court’s granting of summary judgment in favor of Frontenac Bank, the Missouri Court of Appeals, Eastern District found that there were genuine issues of material fact as to whether the bank breached several promissory notes, based on an improper declaration of insecurity and a breach of the bank’s duty of good faith and fair dealing, when it called the notes based on an insecurity provision.

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It’s not unusual for parties to a contract to want the written agreement to cover a period before it’s actually signed. There are any number of contexts where this comes up — some legitimate and others not exactly aboveboard — but the logistics of negotiating and signing contracts are such that the issue is unavoidable. (Jason Mark Anderman illustrates the logistics problem well in this comment to a backdating post on Ken Adams’s blog.)

There’s nothing inherently illegal or unethical about backdating contracts, although backdating can certainly be both unethical and illegal, depending on the situation. For those with an hour to kill thinking about the issues, Jeffrey Kwall and Stuart Duhl wrote an excellent article on backdating that was published in Business Lawyer in 2008. For a shorter piece with a few practical tips see Backdating – it’s illegal isn’t it?

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