[TAG] (forw) [conspire] Usage of NDAs in legal flummery

[Rick Moen]

Just to define a term:

> I note that I have not at any point executed any business
> contract whatsoever with you or $FIRM, thus far.  Any moves towards such
> a contract would have been executory at that time, and had long gone
> defunct by the time 2 1/2 years passed.

Executory (adj.):  still unperformed, hence inoperative

If you hear a lawyer talk about an "executory contract", he means
something that's _not_ (yet) a contract because one of the parties
hasn't carried out an action that would be required for it to actually
become binding.

Example:  You walk into a diner and order pancakes.  The short-order
cook is just about to drop batter onto the griddle, when you shout
"Wait, cancel that.  I just remembered:  I can't eat until after my
medical exam."

If the diner then hauls you into court claiming you had already entered
into a binding contract with them (to have breakfast) at the moment you
ordered, your answer is "Sorry, any contract would have been still
executory, at that point."  You said "cancel" before that batter fell
onto the griddle.  Hence, there was no performance by the cook, which
would have been the "consideration" (something given) required for
contract formation.

I was telling the executive, "Hey, you guys have yet to do _jack_ for me, 
so kindly don't go around telling me I'm bound by some contract."


It's common for sales and service firms to attempt to hustle customers 
about their supposed obligations under "contracts" that are, in fact,
still executory and hence not binding at all.