Fannie Mae-No Politics (FNMA)

[DaJester]

BZZT. Try again.

Someone else mentioned Laberth's quote completely independent of our conversation, and you think that means you didn't bring it up in OUR CONVERSATION? You clearly work off your own standards of fact-finding.

No, they are not distinct. The thwarting is what shareholders cannot reasonably expect, and those expectations have to do with probabilities, not just possibilities.

This is the part you keep getting wrong. It has to do with thwarting the contract. Nothing to do with thwarting what shareholders expect or don't expect in the course of business operations. As a shareholder, I would expect lots of business decisions to be made, both positive and negative to shareholders. But those decisions can NOT specifically target the shareholder agreement to make the agreement moot. For example, if you sell me a 1-year unlimited parking pass for your parking garage, I would expect to be able to use it. If you later decide to make every parking space a handicapped space, there is no law that says you can't make that business decision. Handicapped parkers may rejoice! However, that would be a breach of the implied covenant for our contract, assuming I can't park in a handicapped spot. Regardless of what I expected you to do, you have actively mitigated the need to uphold your end of the contract to the detriment of my end. There does not need to be language in the contract to account for everything you *could* do, nor what we *expect* you to do. You have made my side of the contract moot, therefore you have breached the implied covenant.

No, because the NWS already totally prevented it. You can't look at the LP ratchet in a vacuum, you have to consider what the status quo was at the time it was signed, which was the cash NWS being in place.

No. Just no. This is like saying you can then make a rule that you only allow Purple polka dotted cars to park in your garage. But because you already violated the implied covenant with the handicapped parking spaces, this rule is fine - because there is nothing left to take away from me. In fact, you are incorrect. Any breach of the implied covenant can stand on it's own. Any specific action that thwarts the other party from receiving in the benefits of their side of the contract is a breach of the implied covenant. There is no criteria that you must compare it to past breaches to determine if the new breach is somehow worse.