Cox v. SNAP, Inc.
United States Court of Appeals for the Fourth Circuit
859 F.3d 304 (2017)
Curtis Cox (plaintiff) contracted with SNAP, Inc. (defendant), to provide certain marketing services for SNAP. The contract stated that SNAP “will issue a nonqualified stock option” to Cox. The contract further gave Cox the right to require SNAP to repurchase the stock option. Cox twice attempted to exercise his stock option, but SNAP refused to issue the stock. Cox brought suit for breach of contract for SNAP’s failure to issue the stock options and failure to repurchase the stock. SNAP argued that the future tense “will issue” in the contract rendered SNAP’s obligation a mere promise to issue stock options in the future, as opposed to actually granting Cox any options in the contract. As a result, SNAP argued, its issuance of the stock options in the first place was a condition precedent to Cox’s right to require SNAP to repurchase the options. As the issuance never occurred, SNAP argued, its obligation to repurchase was never triggered. The district court granted Cox summary judgment. SNAP appealed.
Rule of Law
Holding and Reasoning (Motz, J.)
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