Absence of certain developments: Overview, definition, and example
What is the absence of certain developments?
Absence of certain developments refers to the lack or non-occurrence of specific events, changes, or progress that were expected or anticipated in a particular context, such as a contract, project, or business situation. In legal or business agreements, this phrase is often used to acknowledge that certain developments (positive or negative) have not taken place, and as a result, the terms of the agreement may not change or additional actions may not be required. It may also indicate that the failure or absence of these developments affects the obligations or expectations of one or more parties.
For example, a clause in a business contract might specify that certain developments, such as regulatory approval or financial milestones, have not occurred, and as a result, certain obligations or payments are delayed or voided.
Why is the absence of certain developments important?
The absence of certain developments is important because it helps clarify the impact of not meeting specific expectations or milestones within a contract or agreement. By recognizing the absence of these developments, both parties can adjust their plans or obligations accordingly, potentially avoiding disputes or misunderstandings. It can also serve as a protective measure for parties to ensure that they are not held responsible for circumstances beyond their control.
For businesses, addressing the absence of key developments in contracts or agreements allows for flexibility and a clear understanding of when certain terms or conditions no longer apply. It ensures that obligations are aligned with the actual progress of a situation.
Understanding the absence of certain developments through an example
Imagine a software company has agreed to develop a custom application for a client, with the final delivery contingent on the completion of specific technical milestones. If one of the required developments, such as integration with an existing system, has not occurred as expected, the company might invoke the absence of certain developments clause in the agreement, adjusting the project timeline or modifying the scope of work accordingly.
In another example, a real estate developer may have committed to completing a construction project by a certain date, contingent upon obtaining necessary permits. If the required permits have not been granted, the developer can rely on the absence of certain developments clause to explain delays and adjust the completion date.
Example of an absence of certain developments clause
Here’s how an absence of certain developments clause might appear in a contract:
"The Parties acknowledge that the absence of required regulatory approvals for the project will delay the timeline outlined in Exhibit A. In the event of continued delays due to the absence of these approvals, the Parties agree to adjust the project schedule and payment terms as follows: [specific adjustments]."
Conclusion
The absence of certain developments refers to situations where expected events or progress have not occurred, affecting the course of action, obligations, or expectations in an agreement. This clause is useful for allowing flexibility when key milestones or conditions are not met, helping to prevent disputes and ensuring that all parties are aligned with the evolving situation.
For businesses, addressing the absence of specific developments in contracts provides a clear framework for dealing with delays or changes and helps avoid unnecessary penalties or misunderstandings.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.