Too Long; Didn’t Read

Explore the intricacies of contractual interpretation and breach claims as exemplified by Toptal’s actions regarding the conversion of notes to equity. Gain insights into legal precedents, California law, and the resolution of contractual ambiguities.

Toptal’s refusal to convert Mr. Grosz’s note to equity does not constitute breach of contract, as determined by the court’s interpretation of contractual provisions, including Section 2.2(b) and Section 2.2(c) of the NPA. The court highlights the absence of perpetual options and the unambiguous language of the contract, resolving any ambiguities against Mr. Grosz as the drafter.


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