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Lily Eale Peretz
NoteNegotiation3 min read

The Clause That Was Never Closed

Sometimes a postponed issue doesn't resurface during the negotiation. It gets signed into the agreement itself - an appendix marked "to be completed," a schedule left blank, a term everyone understood the same way at the time, so no one thought to write it down.

For a while, that's fine. The relationship is good. The people involved remember why the gap is there, and what was actually agreed even though it was never spelled out.

Years later, the people who negotiated the deal have moved on. New people are running things on both sides - a new manager, a new owner, a new counterpart who reads the agreement for what it says, because that's all they have. The relationship shifts, or a dispute comes up, and the unfinished piece becomes the center of it.

Whoever inherits that gap doesn't inherit the trust that made it safe to leave open. They inherit a document with a hole in it.

The gap stays in the agreement. The shared understanding around it may not.

A working document — not legal advice. Use alongside counsel.