Like numerous different contract disputes, Twitter’s (TWTR) conflict with Elon Musk over the Tesla CEO’s (TSLA) tried exit from his $44 billion settlement to amass the social media firm activates language that may be open to a number of interpretations.

Don’t anticipate Twitter or Musk to confess that the legalese laying out the phrases of their merger settlement leaves the slightest ambiguity about their respective rights, although.

After publicly taunting Twitter with the specter of a hostile takeover, and forcing the board’s hand with a premium too good to refuse, Musk agreed to the sale based mostly on a merger settlement drafted by among the priciest attorneys that cash should buy. In a matter of weeks from signing the contract, Musk hinted of chilly toes after which terminated the deal, citing suspicion that Twitter’s platform suffered from the next prevalence of faux accounts than the lower than 5% reported.

Twitter alleges in a criticism towards Musk that the settlement permits it refuse Musk’s calls for and power him to purchase the corporate. Musk’s attorneys, for his or her half, say he can ditch the settlement fully as a result of Twitter’s refusals qualify as a cloth breach — and presumably as a “materials opposed impact” that might void the deal. In a July eight termination letter, Musk’s attorneys known as the bot information “elementary to Twitter’s enterprise and monetary efficiency” and vital to finish the deal.

Twitter as a substitute says Musk is utilizing the bot request as a pretext for backing out of the deal, noting that the Tesla CEO repeatedly disparaged Twitter on the platform itself. Twitter additionally notes that Musk’s premium buy provide at $54.20 per share is far greater than the inventory’s more moderen worth — the corporate’s inventory was buying and selling at $37.74 at market shut on Friday.

‘Room for argument’

Regardless of the competing claims, the precise merger doc would not explicitly point out bot information. It does spell out broad phrases about Musk’s proper to entry data up till the deal closes, and Twitter’s proper to withhold it.

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“There actually goes to be room for argument,” Widener College’s Delaware Legislation College professor Lawrence A. Hamermesh advised Yahoo Finance.

A excessive prevalence of faux accounts would threaten the muse of Twitter’s income stream — advertisers pay to achieve actual, human account holders and never bots. A bot price greater than Twitter claims may scare off traders, advertisers, and presumably even customers, as a result of bots can each lower real promoting impressions and unfold misinformation.

As of the fourth quarter of 2021, the corporate’s regulatory filings state that pretend or “spam bot” accounts characterize lower than 5% of its person base.

For Musk’s half, his attorneys argue that underneath one provision of the contract, Twitter was on the hook at hand over sufficient information to allow him to independently assess the incidence of faux accounts.

To again up his declare, his attorneys cite contract language stating that Twitter should present him with “affordable entry” to Twitter’s “properties, books and information,” and promptly furnish him with “all data regarding Twitter’s enterprise, properties and personnel” for any “affordable enterprise function associated to the consummation” (emphasis added) of the transaction.

“That part does give Musk some rights to get data,” Hamermesh mentioned. “Nevertheless it’s not carte blanche, free-for-all entry to data.” The language, he explains, presents hurdles for Musk to point out he wants the info for a “affordable function” that is “associated” to closing the deal.

“What’s an inexpensive enterprise function? What’s associated?” he asks, explaining that these questions, if the dispute is resolved in courtroom, shall be as much as a decide to resolve. Nonetheless, he says, “I am certain there’s loads of room to argue each side of that.”

Twitter is more likely to contend that the kind of data Musk is demanding is not lined by the contract language, and that Musk may have requested for information associated to bots earlier than he agreed to the merger settlement, Hameresh mentioned.

‘It means what the trier of reality decides it means’

To additional muddy the water, Twitter additionally cites imprecise contract language to argue that it is at liberty to say no Musk’s requests.

The corporate factors to a provision that lets it withhold data if in its “affordable judgment” it determines that disclosing the info would “trigger vital aggressive hurt” to Twitter if the deal would not shut. In different phrases, Twitter can resolve there’s an excessive amount of danger of aggressive hurt to Twitter if Musk fails to amass the corporate and is left holding instruments for estimating pretend account information.

That language too, leaves room for interpretation. What’s “affordable?” What’s “vital?”

Columbia Enterprise College senior lecturer Donna Hitscherich says checking out these questions via litigation is a danger for each Twitter and Musk, as a result of the decide must interpret the which means of ambiguous phrases within the merger settlement.

“In actuality, it means what the trier of reality decides it means,” Hitscherich mentioned.

Along with holding a proper to-flat out reject Musk’s requests, Twitter says the settlement additional insulates it from handing over the info as a result of Musk waived his proper to due diligence — the suitable to acquire sure proprietary Twitter data. The very absence of a due diligence situation within the contract, they declare, means Musk has no proper to demand bot information as a situation of buying the corporate.

Musk’s attorneys declare he did not, in actual fact, waive his proper to evaluate the info.

Until Twitter and Musk settle their dispute, the Delaware Chancery Court docket’s chief decide, Kathaleen McCormick, shall be left to interpret the contract. Earlier than that, Musk could have an opportunity to reply Twitter’s accusations that he tried to tank the deal in a solution to the corporate’s criticism.

Alexis Keenan is a authorized reporter for Yahoo Finance. Observe Alexis on Twitter @alexiskweed.

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