Any Affiliates, directors, officers, employees, contractors or professional advisers

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A long brown turd of an expression that fails in its tedious flatulence to apprehend a few basic motifs of civil law, such as the essential agency through which any disembodied corporate entity must by necessity operate, and privity of contract by which there is but one person — said disembodied corporate entity — who has committed to provide goods or services, and reap the fruits awarded by way of consideration under, the contract.

Liabilities: at least insofar as she sets about her task in in good faith (and, by and large, even if she doesn’t), a human acting as the instrument of her disembodied employer, however delinquent she may be in practice, acquires no personal liability to her employer’s contractual counterparties for the competent discharge of her employer’s contractual obligations. If she did, my friends, all of us would engage in our professional employment with a far greater sense of apprehension than we already do. So one does not need to excuse those employees, much less inferior agents and lawyers or affiliates, from the vicissitudes of contractual liability. It goes without saying.

Privity: By the same token, the benefits of that contract — its fruits, so to speak — accrue, as far as the counterparty is concerned, exclusively to said disembodied corporate entity, and not — except inasmuch as they show up in your salary — to those employees in their personal capacities, much less for any of the company’s affiliates. Yes, it may be true that one part of the group enters with the intention of benefitting others, but it remains the sole contact point and is the correct entity through which to engage should any argument need to be had. if you have taken contractual relations within your group seriously, those fruits the contracting entity wishes to share should be the subject of some other agreement, the failure to supply which would represent a compensable wrong by the contracting entity. Should an affiliate be nursing a loss as a result, its quarrel is an internal one with its sister company which has not probvided the fruit it was meant to: the affiliate cannot and should not launch direct contractual proceedings against the third party, but should register its a claim with the party with whom it is contracted — said disembodied corporate entity — who in turn now has a demonstrable loss with regard to which it may seek damages against the real wrongdoer.