FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / year-2-maintenance-fee-obligation-memo.docx
year-2-maintenance-fee-obligation-memo.docx · 1007-00008

Parties

Vantage Mobility Systems Corp
Harkness LLP
Redstone Whitaker LLP
M. Briscoe
Belle Isle Grill Corp

Dates

June 21, 2022
July 1, 2023
August 3, 2023
July 14, 2023
June 20, 2027
July 15, 2022
June 21, 2023
March 14, 2023
February 28, 2023
January 15, 2023

Amounts

$2,400,000
$350,000
$580,000
$12,320,000
$8,000,000
$1,920,000
$7,680,000
$20,000,000
$3,200,000
$1,280,000

Obligations

4 is unambiguous on one critical point: during Dormancy Status, MeridianCode's support obligations under Section 5 "shall be reduced to the provision of critical-security-patch-only support
" This language is mandatory ("shall be reduced"), unconditional, and comprehensive in its reference to the entirety of MeridianCode's Section 5 obligations
This omission creates a contractual ambiguity that must be resolved through the application of Michigan contract interpretation principles
But the fact that the reduction is contractually authorized does not mean that VMS must continue to pay as though the reduction had not occurred
Furthermore, the maintenance fee provisions must be read in light of the MESLSA's integration clause (Section 14
MeridianCode cannot, consistent with the implied covenant of good faith and fair dealing, demand full payment of $2,400,000 for a comprehensive maintenance and support package while simultaneously acknowledging — indeed, while contractually entitled to acknowledge — that it is required to deliver only critical security patches during the dormancy period