Canada backdating contracts verbal contracts and contract splitting
However, where a contract is ambiguous with respect to its effective date, the absence of an explanation for a retroactive effective date, and evidence that the parties had not agreed to the material terms of their contract as of the purported retroactive effective date, are relevant considerations in resolving the ambiguity.We cannot conclude, therefore, that in resolving the inconsistency between the FDIC/Weatherford Agreement and the Termination of Participation Agreements, the trial court erroneously relied on these uncontested facts to find “a lack of mutual assent” with respect to a November 7, 2008 effective date.The parties’ intent for the transaction to have retroactive effect must be clear.Merely stating a retroactive effective date in the main agreement may not do the trick.It’s not unusual for parties to a contract to want the written agreement to cover a period before it’s actually signed.
This is especially true in the context of a complex deal that includes multiple documents and when the retroactive date is several months in the past.
Even if a transaction is given retroactive effect as between the parties, it’s unlikely that the same will be true when non-parties are involved.
It’s often difficult — maybe impossible — to conceive of all the non-parties who could be affected by a transaction, so it’s non unlikely that there will be unintended consequences that won’t be cured by backdating a contract.
The trial court granted the defendants summary judgment, holding that FH Partners didn’t own the loan and so it couldn’t enforce it.
On appeal, the Missouri Court of Appeals, Western District agreed.