Extract to table

The court observed that "[w]here the language of a contract is unambiguous, it must be enforced according to its plain terms, and the court need not look beyond the four corners of the instrument

3 of the EDA, which provides: "Distributor shall not actively solicit orders for, or deliver, the Products outside the Territory without Supplier's prior written consent

1 of the EDA provides: "No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties

" This heightened requirement — bilateral execution — underscores the parties' intent that any modification must reflect the mutual, deliberate agreement of both sides, documented in a manner that leaves no doubt as to its terms

The parties established a comprehensive written agreement, declared it to be the complete and exclusive statement of their understanding, and specified that any change to that understanding must take a particular form — a written instrument signed by both parties

A sophisticated commercial entity, represented by counsel, cannot claim that it reasonably relied on an informal, aspirational email as a basis for making millions of dollars in investment when the governing contract expressly provides that amendments must take a specific, formal written form