Courts enforce contracts based on the parties’ intent. The intent is determined from the language of the contract. In the case of Pelopidas, LLC, et al., Respondents, vs. Rachel Keller, Appellant, the circuit court determined that the language of the contract known as the “Settlement Memorandum” was ambiguous. The respondents claimed that the words “shall be” meant that Keller’s stock would be surrendered immediately, and the circuit court agreed. However, Keller argued that “shall be” meant that her stock would be surrendered sometime later, and ultimately, the Missouri Court of Appeals agreed. It was decided that “shall be” refers to a future obligation, and if a deadline is not explicitly decided first, then it must occur within a reasonable amount of time.
Pelopidas, LLC, et al., Respondents, vs. Rachel Keller, Appellant. Missouri Court of Appeals, Eastern District – ED109395
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