Meaning of a phrase

6 comments

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  mirko October 17, 2013 08:46

  Hi maynard,

  Is "to QQ" followed by "with the view to re-sale in PP" (or something similar), by any chance? In my opinion, that is a provision that aims to prevent that XX distributes AA in a given area (which is probably assigned to YY by a similar agreement), either directly ("XX shall not sell AA in PP") or indirectly ("knowingly have the reason to believe that AA will be re-sold to QQ [with the view to re-sale in PP]"). This way, a company grants territorial exclusivity to, and avoids competition between, agents and/or distributors selling their products/services in any given region.

  Or at least, that's how I'd interpret it.

  Hope this helps,

  Mirko

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  maynard October 17, 2013 12:12

  Hello Mirko

  Thank you very much for the prompt reply. I am sorry I should have been more straightforward.

  I suppose I almost understand the contractual situation itself. XX is in a restricted condition in selling AA both directly and indirectly.

  What I would like to learn is the exact meaning of the expression "(XX shall not) knowingly have the reason to believe that" itself.

  In this case,  I am assuming that the "knowingly" would mean something like "with knowledge of what is being done". But, I am not very sure about the meaning of "have the reason to believe that" in this context. Would it be wrong if I paraphrase the phrase in question as "(XX shall not) overlook a situation where" (AA will be re-sold to others)?

  Any advice would be highly appreciated.

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  mirko October 17, 2013 13:34

  Oh, I see, my bad! Actually, if I had to translate "XX shall not sell AA in PP or knowingly have the reason to believe that AA will be re-sold to QQ [...]" from "Legalese" into "Less-Legalese", I would go for something like: "XX undertakes not to sell AA in PP, nor to sell to any third party if they know or suspect that such third party will re-sell AA to QQ [...]".

  So, even more straightforward: "sell AA in PP or knowingly have the reason to believe that AA will be re-sold to QQ [...]" > "sell AA in PP or sell AA to anyone while having reason to suspect that AA will then be re-sold to QQ [...]".

  Probably the main issue with the whole thing here is that in the first case you have an action, "sell", so it's clear what "you shall not sell" means, while in the second case the sentence almost appears as separate and expressing a 'state' (or a 'constative utterance'), so it may in fact sound strange to read "XX shall not knowingly have the reason to believe that [...]" or "XX shall not have reason to suspect that [...]", but I see the first as a prohibition for the future, while the latter as an extension to that prohibition, as written in the examples above, rather than some kind of separate precondition or provision.

  I may be totally wrong, but that's how I see it (and I hope it makes sense, somehow! :)

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  maynard October 17, 2013 14:17

  Mirko

  Thank you very much.

  Your advice really worked!

   

   

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  mirko October 17, 2013 16:02

  Glad I could be of help! :-)

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  Natalia Manidis October 17, 2013 17:26

  Nice one, Mirko! :)