Looking for advice on this situation. Our Vendor Got Acquired - New Owner Wants to Change Terms Any guidance would be greatly appreciated.
Details: I'm in a situation where I need to understand my legal options. Has anyone dealt with something similar?
The UCC governs sale of goods contracts; common law governs services. The rules are different. Make sure you're looking at the right framework for your situation.
The UCC governs sale of goods contracts; common law governs services. The rules are different. Make sure you're looking at the right framework for your situation.
In my experience, most contract disputes settle before trial. The key is having strong documentation of the original agreement and any modifications. Email trails are your best friend.
Always get contract modifications in writing. Verbal modifications are theoretically enforceable in some situations but nearly impossible to prove. A quick email confirmation costs nothing and saves everything.
The UCC governs sale of goods contracts; common law governs services. The rules are different. Make sure you're looking at the right framework for your situation.
The enforceability of this clause depends heavily on your state's law and the specific language used. I'd recommend having an attorney review the exact wording before taking action.
In my experience, most contract disputes settle before trial. The key is having strong documentation of the original agreement and any modifications. Email trails are your best friend.
In my experience, most contract disputes settle before trial. The key is having strong documentation of the original agreement and any modifications. Email trails are your best friend.
Update: Thanks everyone for the guidance. I consulted with an attorney and we're moving forward. The advice here helped me understand what questions to ask and what to expect. Will update when there's a resolution.
I dealt with this exact scenario last year when our primary SaaS vendor was acquired by a much larger competitor. The acquiring company immediately tried to migrate us to their enterprise pricing tier, which was roughly 3x what we had been paying.
Our in-house counsel reviewed the contract and found a critical provision: it contained an anti-assignment clause that required our written consent before the contract could be assigned to a successor. Under common law, most courts distinguish between an outright assignment and a transfer by operation of law through a merger. The distinction matters enormously.
In our case, the acquisition was structured as an asset purchase rather than a stock merger, which meant the anti-assignment clause applied. We used this leverage to negotiate a two-year price lock at our original rates as a condition of consenting to the assignment.
My advice: pull out your original contract immediately and look at the assignment clause. Check whether it carves out exceptions for mergers, acquisitions, or changes of control. Under UCC Section 2-210, the default rule for goods contracts allows delegation of duties unless the other party has a substantial interest in having the original party perform.