Home Contract Samples M Mutual Rescission Of Contract

Mutual Rescission of Contract: Definition, Example

Jump to Section

What is a Mutual Rescission Of Contract?

A mutual rescission of contract is when both parties agree to terminate the agreement they have entered into. This can be done for a number of reasons, such as if one party feels they were taken advantage of or if the contract was breached. When this happens, both sides need to come to an agreement on how to proceed with any unfinished business and what will happen with any money that has been exchanged. It's important to remember that this is a legally binding agreement, so it's important to make sure all terms are agreed upon before proceeding.

Mutual Rescission Of Contract Sample


MUTUAL RESCISSION OF
SECURITIES EXCHANGE AGREEMENT

This Mutual Rescission of Securities Exchange Agreement (the "Rescission Agreement") is entered into effective this 18th day of December, 2003 by and between Anza Capital, Inc., a Nevada corporation ("Anza"), American Residential Funding, Inc., a Nevada corporation ("AMRES"), and Sutter Holding Company, Inc., a Delaware corporation ("Sutter"). Each of Anza, AMRES, and Sutter shall be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain Securities Exchange Agreement dated July 18, 2003 (the "Exchange Agreement");

WHEREAS, Section 4 of the Exchange Agreement provides that any Party may rescind that agreement by giving advance written notice to the other Parties;

WHEREAS, the Parties desire to waive any advance notice provisions in the Exchange Agreement and rescind the Exchange Agreement in its entirety, effective immediately.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the Parties covenant, promise and agree as follows:

AGREEMENT

1.   RESCISSION : Effective on the date hereof, the Exchange Agreement is hereby rescinded in its entirety, and upon the completion of the deliveries set forth in Section 2 below, the obligations of each Party to the other Parties shall be terminated. All agreements entered into as contemplated by the Exchange Agreement, including but not limited to the Irrevocable Proxy’s, are terminated effective on the date hereof.

2.   DELIVERIES : Within five (5) business days of the execution of this Rescission Agreement, the following shall occur:

(a)  AMRES shall deliver to Sutter Sixty Six Thousand Four Hundred Ninety Six (66,496) shares of Sutter common stock (the "Sutter Shares"), along with a medallion guaranteed stock power sufficient for Sutter to cancel the Sutter Shares;
 
(b)  Sutter shall deliver to AMRES One Million (1,000,000) shares of Series A Preferred Stock of AMRES (the "AMRES Shares"), endorsed or accompanied by a stock power sufficient for AMRES to cancel the AMRES Shares; and

 
  Page 1 of  4  

 
 
(c)   Sutter shall deliver to ANZA warrants to acquire One Million (1,000,000) shares of Anza common stock, which Sutter hereby acknowledges will be terminated effective on the date hereof.

3.    REPRESENTATIONS AND WARRANTIES : Each of the Parties hereby represents, warrants and agrees as follows:

(a)   Each Party has all requisite corporate power and authority to enter into and perform this Rescission Agreement and to consummate the transactions contemplated hereby.

(b)   Each Party hereby agrees to indemnify and defend the other Parties and their directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of the actions of an indemnifying party for:
 
(i)    Any breach of or inaccuracy in representations, warranties or agreements herein;
 
(ii)   Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from an indemnifying party or any of its directors or officers.

(c)   The representations, warranties and agreements contained in this Rescission Agreement shall be binding on each Parties’ successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the other Parties.

4.  This Rescission Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification.

5.  All Parties hereto agree to pay their own costs and attorneys' fees except as follows:

(a)  In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom.

(b)   As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services.

 
  Page 2 of  4  

 
 
6.    This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in either Orange County or San Francisco County, California, at the discretion of the Party first bringing the action.

7.    The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement.

8.    The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement.

9.    This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

10.  This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.

[remainder of page intentionally left blank]


   
  Page 3 of  4  

 
IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above.


"AMRES"
 
"Anza"
 
 
 
 
 
 
American Residential Funding, Inc.
 
Anza Capital, Inc.
 
 
 
 
 
 
/s/ Vincent Rinehart
 
/s/ Vincent Rinehart


By: Vincent Rinehart
 
By: Vincent Rinehart
Its: President
 
Its: President


"Sutter"
 
 
 
 
 
Sutter Holding Company, Inc.
 
 
 
 
 
/s/ Robert E. Dixon
 

By: Robert E. Dixon
 
Its: Co-CEO and President
 



 
  Page 4 of  4  

Reference:
Security Exchange Commission - Edgar Database, EX-10.2 3 amresrescissionagreementbody.htm MUTUAL RESCISSION AGREEMENT, Viewed April 19, 2022, View Source on SEC.

Who Helps With Mutual Rescission Of Contracts?

Lawyers with backgrounds working on mutual rescission of contracts work with clients to help. Do you need help with a mutual rescission of contract?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate mutual rescission of contracts. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Mutual Rescission Of Contract Lawyers

Craig Y. on ContractsCounsel
View Craig
5.0 (3)
Member Since:
February 8, 2022

Craig Y.

Partner
Free Consultation
New York
30 Yrs Experience
Licensed in NY
New England Law - Boston

Craig E. Yaris is a Founding Partner at Holon Law Partners, with the experience and drive to handle all your Franchise, General Business Practice, Estate Planning and Mediation needs. As a former small business owner and Chief Operating Officer of a franchisor himself, Mr. Yaris is passionate about promoting business growth. He has experience handling daily operations, employee disputes, and negotiations of pertinent contracts for a franchise company with 100 locations in five states, where he organized and conducted semi- annual meetings to educate and inform franchisees of best practices for improved growth. In addition, Mr. Yaris was responsible for the preparation and filing of the UFOC (Uniform Franchise Offering Circular) in several states and is well-versed in business formation. Between his time as Franchisor and Conflict Resolution Specialist, Mr. Yaris was the Co-Founder and Chief Operating Officer of an online company whose goal was to help inform marketers and business owners of the fast-paced and ongoing changes within their specific verticals. This experience helped him hone his research and writing skills and prepared him for the cloud-based aspects of Holon Law Partners. Mr. Yaris also has extensive experience in public speaking, as he has planned and delivered several keynote addresses and educational seminars for many New York-based organizations, and as a Continuing Education Instructor for Hofstra University. Prior to joining Parlatore Law Group, Mr. Yaris worked as a Patient Advocate, and more recently, a Conflict Resolution Specialist, where he mediated and resolved disputes on behalf of patients with insurance companies. In this role, he negotiated for coverage of previously denied medications and medical procedures as well as successfully mediated disputes between individuals and business partners which would have otherwise resulted in protracted litigation. In addition, he has experience mediating employer and employee disputes as well as helping resolve family conflict. He has also studied and attended many Non-Violent Communication (NVC) workshops and strives to bring these tools and methods to all of his mediations. His variety of experiences speak to his ability to handle small business needs at all stages of business growth and development. Mr. Yaris also has experience with business growth and development, as he has worked with several small business on creating and implementing strategies for steady growth. In addition, to spending time with family, Mr. Yaris volunteers his time helping spread the message of the ACLU and he supports many local charities focused on families and children. He is admitted to practice in New York.

Recent  ContractsCounsel Client  Review:
5.0

"Craig was delightful to work with. He explained everything in detail, answered any questions I had and made sure I was comfortable with the information. Highly recommend."

Nicholas V. on ContractsCounsel
View Nicholas
5.0 (12)
Member Since:
February 28, 2022

Nicholas V.

Attorney
Free Consultation
Denver, CO
8 Yrs Experience
Licensed in AL, CO, NY, TX
Texas A&M University School of Law

I am a solo practitioner, and manager of the Law Office of Nicholas J. Vail, PLLC, with offices in Denver, Colorado and Austin, Texas with a focus on general business and real estate contracts.

Recent  ContractsCounsel Client  Review:
5.0

"Nicholas was great! Highly recommend and I will be using his services again."

Jessee B. on ContractsCounsel
View Jessee
5.0 (3)
Member Since:
March 14, 2022

Jessee B.

Attorney & Founder of Creative Counsel Law
Tennessee
13 Yrs Experience
Licensed in TN
The University of Memphis—Cecil C. Humphreys School of Law | Juris Doctor, Law)

Whether you’re a founder, business owner, creative professional, creator, entertainer, influencer, podcaster, content creator, athlete, artist, actor, model, musician, startup, nonprofit, or entrepreneur, Creative Counsel Law is here to help you launch, scale, and protect your brand. We understand the unique challenges and opportunities of turning your vision into reality. That’s why we provide legal expertise, personalized counsel, and innovative solutions designed to meet your needs. Services include: > Creative Industry Counsel: Legal guidance for creators and creative professionals related to branding, design, writing, film, music, art, entertainment, social media, e-commerce, marketing, advertising, Name, Image, & Likeness (NIL), intellectual property, content creation, ownership, licensing, collaboration agreements, brand development and protection. > Fractional General Counsel: Ongoing legal guidance and support for businesses of all sizes. > Business Formation, Support & Legal Strategy: Tailored legal services and support to meet your business needs, including entity formation (partnerships, LLCs, corporations), corporate governance, compliance, strategic planning, financing, mergers and acquisitions, transactions, risk management, employment agreements, operational contracts, and regulatory guidance. > Intellectual Property: Trademark and copyright search, registration, renewal, and strategic solutions to safeguard your brand, creative assets, and intellectual property rights. > Contract Review, Drafting, & Negotiations: Drafting, reviewing, and negotiating agreements to protect your interests and advocate for the compensation you deserve; employment contracts, partnership agreements, vendor contracts, licensing deals, confidentiality agreements, joint venture agreements, service agreements, and more. > Startup & Nonprofit Guidance: Compliance strategies and support for growth and sustainability. > Real Estate Assistance: Guidance and expertise for property title issues, purchases, sales, leasing, contract negotiations, and compliance with real estate laws and regulations. At Creative Counsel Law, we combine legal expertise with a client-centered approach to empower innovators and entrepreneurs across industries. Your vision deserves a legal partner who understands both your business goals and your creative passions. Want to work together? Reach out to hello@creativecounsellaw.com and let us know what you need help with.

Amy P. on ContractsCounsel
View Amy
Member Since:
February 9, 2022

Amy P.

Principal Attorney
Free Consultation
Edmonds, WA
22 Yrs Experience
Licensed in WA
The University of Montana School of Law

Amy has served as outside general counsel and litigator to established businesses throughout western Washington since 2010. Her passion and focus is providing the best possible representation for clients in the construction, transportation and hospitality industries.

Jacob O. on ContractsCounsel
View Jacob
Member Since:
February 14, 2022

Jacob O.

Contracts Manager
Free Consultation
Iowa City
6 Yrs Experience
Licensed in MO
University of Iowa - Law

I am bar certified in the lovely state of Missouri. I received my J.D. from The University of Iowa College of Law (2019) and my B.A. in Political Science from BYU-Idaho (2015).

Stephanie C. on ContractsCounsel
View Stephanie
Member Since:
March 8, 2022

Stephanie C.

Attorney
Free Consultation
Niceville, FL
6 Yrs Experience
Licensed in AL, MO
Southern University Law Center

Alabama & Missouri Licensed Attorney offering Freelance Services for Wills, Trusts, Probate, Family Law Documents, Criminal Matters, and Real Estate Closings.

Benjamin V. on ContractsCounsel
View Benjamin
Member Since:
March 10, 2022

Benjamin V.

Attorney
Free Consultation
Colorado
7 Yrs Experience
Licensed in CO
Columbus School of Law, Catholic University of America

My practice involves counseling businesses and individuals on a variety of contracts, such as business formation, technology/IP, real estate, leases, and even domestic relations agreements. Much of my practice is dedicated to litigation. As such, I approach contract and transactional work from a litigation perspective by advising clients of the risks involved in failing to develop proper contracts. It takes more than knowledge of the law to be a good lawyer. A good lawyer is honest and forthcoming with clients and has a counseling ethos. And, to me, a good lawyer stands in the shoes of the client when considering how to best serve that client. Whether my client is a business or an individual, I am passionate about helping my clients understand their rights, responsibilities, risks, and possibilities.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities
See All Business Lawyers
Mutual Rescission Of Contract lawyers by city
See All Mutual Rescission Of Contract Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city