Commercial division update: Construing separate contractual instruments as one

It is common in complex commercial transactions, and even in some less complex ones, for the parties to enter into a series of contracts setting forth their various agreements.

Such agreements executed at the same time can address different aspects of the transaction, different rights and obligations, or involve different parties. Contracts related to a common matter can also be executed at different times as a transaction matures or as circumstances change.

At times, disputes arise among such parties as to whether multiple contracts involving a common matter should be read as a single, integrated contract, or as separate and distinct agreements. This issue often surfaces where one or more such agreements contain arbitration clauses, but other related contracts do not. Another area where this issue arises is in very complex deals, such as the securitization and sale of mortgage-backed securities, which can involve multiple parties and dozens of legal instruments.

We examine below the factors that New York courts and its Commercial Division consider in making these determinations.

Read the full New York Law Journal article, "Commercial division update: Construing separate contractual instruments as one."