Appeals court hears argument over "change of control" language in Pierce employment agreement

Appeals court oral argument in Salt Lake City: Appellate counsel for Tony and Terry Pierce asked the Utah Court of Appeals to reverse a lower-court dismissal by interpreting an employment agreement's change-of-control clause to include "a transaction or a series of related transactions" initiated or participated in by the company; opposing counsel and the panel questioned whether the company (referred to in briefs as "Purple") must be a buyer, seller, transferor or transferee to be a "party" that can trigger the provision.

Appellate counsel said the court should "consider each contract provision in relation to all others with a view towards giving effect to all and ignoring none," and argued that reading paragraph 7's three change-of-control definitions together supports a broad reading of "transaction" that covers multi-step commercial arrangements and master agreements approved by the company's board. That counsel identified paragraph 7(I), 7(II) and 7(III) of the employment agreement as the operative provisions at issue.

Why this…