Meet or release clause anti trust definition

What Is a Meet or Release Clause?

A meet-or-release clause has a contract, It allows contract signers to be a few examples of situations in which it may be useful to draft a release clause as a. 2 Competitive Intelligence | Antitrust Guidance Note. Compete fairly. We believe in a competitive, free enterprise system because it guarantees that our hard. “ENGLISH CLAUSES” OR “MEET OR RELEASE CLAUSES” . agreement” is an agreement within the meaning of the anti-trust laws.

And, even more important, violations of anti-trust laws are increasingly vigorously pursued and enforced by the relevant authorities.

Furthermore, business behaviour which may still be legal in certain countries may have anti-trust impacts in other countries. It is decisive to note that the mere effect on other markets is sufficient for a possible infringement of the respective anti-trust law.

For example, in a global economy, even actions outside Europe or the US may have an impact on the European and US markets and consequently falls under the strict European and US anti-trust laws.


Therefore, all Employees — even in countries which do not have or do not practically enforce anti-trust laws — must observe the Basic Rules. Most of the EU member states and the US have adopted similar policies. Underlying principle of the leniency policies is that any company which is the first to inform the relevant authority about an hitherto unknown cartel arrangement and supports the authority in pursuing the other cartel members will be immune from prosecution or benefit substantially from a reduction of fines.

Therefore, every Employee must be aware that any violation of anti-trust laws is highly likely to come to the attention of the anti-trust agencies at a certain point of time.

As a result of the leniency programs, the probability that a violation of anti-trust law will remain secret over a longer period of time is very low indeed. Do not in any way coordinate your market behaviour with potential competitors.

Do not unreasonably restrict the commercial freedom of customers or suppliers in any sale or supply contracts.

  • What Is a Meet or Release Clause?
  • Meet-or-Release Clause
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Do not misuse your market power to exclude other competitors from the market or impede them without good reason or otherwise manipulate the market. Note that the anti-trust laws prohibit agreements which have an appreciable anti-competitive effect — also when there is no intention to curb competition.

If in doubt, you should consult the Compliance Officer. In recent cases, it has often been e-mails that have given away the existence of an anti-competitive agreement.

Moreover, there is a violation of anti-trust law already at the moment when you enter into an anticompetitive arrangement, even if you never implement it in the marketplace. A concerted practice is given if two or more enterprises exchange their views or any information about their past or intended behaviour in the marketplace or where one party attempts to influence the other party to act in a certain way. As a consequence, price increases or any other market initiatives should never be discussed with competitors or be announced to competitors.

In contrast, a concerted practice is not given if the market behaviour of the competitors is only observed and analysed and a conclusion is drawn therefrom in order to determine how CUBILITY shall respond to the market moves of the competitors.

The prohibition of anticompetitive arrangements extends also to decisions, rules or recommendations of trade associations. This has an obvious reason: You must determine your market strategy independently of your competitors. Any contacts will raise suspicion by the competition authorities.

However, you may observe the conduct of competitors and independently take that conduct into account when deciding on your own market strategy. Do carefully draft any correspondence including e-mail with competitors. Draft such correspondence as if anti-trust authorities were going to read it.

Review and carefully draft the minutes of any meetings with competitors in particular meetings of trade associations in order to avoid any misinterpretation as an illegal coordination between you and your competitors. Price agreements whether explicit or implied, including concerted practices are considered the most serious anti-trust law violations and are improper under all circumstances. This includes agreements on minimum prices, target prices, price initiatives, price increases, surcharges and other individual price elements, discounts or rebates.

Do not inform competitors about your prices or about any price increases or decreases you intend to make. You may, of course, inform your current and potential customers in the ordinary course of business. Do not discuss and in particular do not agree upon purchasing prices with competitors.

Do not enter into joint-buying or joint-selling arrangements with competitors without having first obtained legal advice, because such arrangements are permitted only under very restricted conditions depending on the circumstances of the individual case.

Do not discuss with competitors the possibility of splitting up a market, for example by territory, by customers, by product or by industry. Do not discuss with competitors the possibility of exiting a market or closing a plant. Agreements with competitors having as their object the closure of a plant or the limitation of production capacity are illegal. In many countries bid-rigging is a criminal offence equivalent to fraud.

This applies also to information systems organized by third parties in particular trade associations or service providers which you may want to accede. It is acceptable if information is gathered independently — separate and apart from the competitor — through official websites or other documentation available to the public.

When preparing market analysis based on data lawfully collected from public sources, make sure to state the source of the data in order to avoid allegations that the data was obtained illegally from competitors.

Meet-or-release contract - Wikipedia

However, special market circumstances or individual contract clauses may render such agreements illegal. Trade association meetings are meetings among competitors. All topics that may not be discussed among competitors see above may not be discussed at trade association meetings either, and may not become the object of a decision or even a recommendation of a trade association.

Do not attend any meetings of trade associations which do not have a clear agenda. The party may not sue the other party for failing to fulfill the terms of a contract. Anyone who signs such a contract needs to understand this going in. Rules for Release Clauses Since a release clause is considered a contract, release clauses are governed by contract law. Release clauses are legally binding, but only if the following requirements are met: Both parties must be legally capable of forming a contract.

They must be of legal age and sound mind.

Meet-or-Release Clause | Practical Law Canada

Both parties must freely consent to the release clause without coercion. The release clause cannot apply to any illegal action or circumstance. The contract includes an offer and acceptance. The release clause involves the exchange of consideration — payment or exchange of other items or services of value. A release may either be part of a contract or a separate document. Either way, legal remedies will be severely limited.

Anti-Trust Policy

Release clauses are just as binding as the rest of the contract, and you should consider speaking with an attorney before signing a contract that includes one. An attorney also should be consulted when release clauses are drafted.

Such expert advice helps to resolve disagreements that may arise in the future and prevents them from happening in the first place. Suppliers' Release Clause With a meet-or-release clause, a supplier and customer agree that if the customer finds a better price offered by the supplier's competitor, the supplier must offer the same price or a lower one. Meet-or-release clauses can run into problems with competition laws because they prevent competing suppliers from having the opportunity to earn customers' business.

Suppliers can use these clauses as a way to monitor the prices offered by their competitorsresulting in unfair competition. Other Types of Release Clauses There are many different types of release clauses in use, and they are adapted for a range of purposes. Here are just a few examples of situations in which it may be useful to draft a release clause as a separate agreement or to include it in a contract: When an activity involves a high risk of injury or even death, a release clause will be employed.