happenstance

English translation: the other party's argument

12:53 May 26, 2004

English language (monolingual) [PRO]
Law/Patents - Law: Contract(s)

English term or phrase: happenstance

I find it difficult to understand the concept from "happenstance" onwards. This comes from a letter from a US corporate lawyer about whether a departing shareholder/employee is or is not entitled to add goodwill to the sum receivable when the employment relationship terminates.

"We can certainly argue that the parties should have provided specifically for a market value or appraised valuation for such a situation and that the language [in the original agreement, Ed.] does not clearly do that, but unfortunately it is difficult to deal with the argument that it is only happenstance (there have been no acquisitions and therefore no goodwill booked on the Company’s books) that Fred Bloggs would only get book value.

Anthony Green KudoZ activity Questions: 401 (3 open) (6 without valid answers) (9 closed without grading) Answers: 405 Italy
Local time: 14:18

Selected answer:the other party's argument

Explanation:
it sounds as if the other party are arguing that goodwill exists that the departing shareholder/employee ought to be entitled to, but that it is just chance that the goodwill is not entered in the company's accounts (because there have been no acquisitions, when it would be calculated and entered)
- I presume they are arguing that although according to the letter of the agreement, the goodwill the employee/shareholder is entitled to is zero, the agreement wasn't drawn up to cover the situation where there was "real" goodwill, but none entered in the books. That sort of line....

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Note added at 4 hrs 28 mins (2004-05-26 17:22:38 GMT)
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(if a recalculation was made there would be goodwill from which the shareholder/employee would benefit under the agreement, but goodwill doesn\'t happen to have been entered in the books, as it happened...)

Selected response from:

DGK T-I
United Kingdom
Local time: 13:18

Grading comment

Thanks Giuli, you hit the nail on the head. Fred Bloggs was the first person to benefit from this contract, so not even the lawyers could agree!
4 KudoZ points were awarded for this answer

SUMMARY OF ALL EXPLANATIONS PROVIDED

4 +6

coincidental

Orla Ryan

4 +1

[HAPPEN + (CIRCUM)STANCE.]

Abdellatif Bouhid

4 +1

by chance

Refugio

3 +1

the other party's argument

DGK T-I

Unfairness

Andy Watkinson

Discussion entries: 2

Answers

20 mins confidence:

peer agreement (net): +6

coincidental

Explanation:
The event could have been arranged, but it happened by chance

Orla Ryan
Ireland
Local time: 13:18
Native speaker of:

English

43 mins confidence:

peer agreement (net): +1

[HAPPEN + (CIRCUM)STANCE.]

Explanation:
A chance circumstance: “Marriage loomed only as an outgrowth of happenstance; you met a person” (Bruce Weber).

The American Heritage® Dictionary of the English Language, Fourth Edition

An unexpected random event: accident, chance, fluke, fortuity, hap, happenchance, hazard.

Roget's II: The New Thesaurus, Third Edition

an event that might have been arranged although it was really accidental

WordNet 1.7.1

Abdellatif Bouhid
Local time: 08:18
Specializes in field
Native speaker of:

Arabic,

French

2 hrs confidence:

peer agreement (net): +1

by chance

Explanation:
due to circumstances beyond his control, not his fault

Refugio
Local time: 05:18
Works in field
Native speaker of:

English
PRO pts in category: 3

4 hrs confidence:

peer agreement (net): +1

the other party's argument

DGK T-I
United Kingdom
Local time: 13:18
Works in field
PRO pts in category: 8

Grading comment

Thanks Giuli, you hit the nail on the head. Fred Bloggs was the first person to benefit from this contract, so not even the lawyers could agree!

5 hrs confidence:

Unfairness

Explanation:
Basically, I agree with Abdellatif.

More context would be necessary but you can't post the entire document, obviously.

I take it the lawyer works for the firm in question and therefore shares its aim which is to avoid payment (were he objective, the word "unfortunately" would not appear).

It appears Fred Bloggs (or lawyer) is arguing that under normal circumstances he would receive a sum in respect of goodwill. Perhaps all departing employees to date have received an extra sum as the company was expanding. He could be claiming "unfairness" in that, although his agreement with the company does not provide specifically for an "appraised evaluation", such payments have always been the case, and that "equity" require he be paid as could reasonably have been projected when his contract was signed and in accordance with the remuneration of other former employees.

The firm's lawyer would then be arguing that while the parties should naturally have foreseen this circumstance "unfortunately it is difficult to counter the argument that it is only by chance he will receive (considerably?) less than others in like situation.

That's really all I can make of it. Maybe if you could summarise the background......

Andy Watkinson
Spain
Local time: 14:18
Specializes in field
Native speaker of:

English

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happenstance

English translation: the other party's argument

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English translation: the other party's argument

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