What if "The Lord of the Rings"had been written in Legalese

Legalese

by zem

FELLOWSHIP AGREEMENT

THIS MEMORANDUM OF AGREEMENT made at the end of the Third Age of the Sun in Middle Earth,

BETWEEN:

Frodo Baggins, a Hobbit,
hereinafter referred to as “Frodo”,
OF THE FIRST PART,

- and -

Gandalf the Wizard
hereinafter referred to as “Gandalf”
OF THE SECOND PART

- and-

Boromir of Gondor,
hereinafter referred to as “Boromir”
OF THE THIRD PART

- and -

Aragorn or Stryder the heir of the throne of Gondor,
hereinafter referred to as “Aragorn”
OF THE FOURTH PART

- and -

Legolas the Elf,
hereinafter referred to as “Legolas”
OF THE FIFTH PART

- and -

Gimli the Dwarf,
hereinafter referred to as “Gimli”
OF THE SIXTH PART

- and -

Merry the Hobbit
hereinafter referred to as “Merry”
OF THE SEVENTH PART

- and -

Pippin the Hobbit
hereinafter referred to as “Pippin”
OF THE EIGHTH PART

- and -

Sam the Hobbit
hereinafter referred to as “Sam”
OF THE NINTH PART

WHEREAS all of the parties hereto (hereinafter collectively referred to as “the Fellowship”) desire to form the Fellowship for the purpose of carrying on, in common, through the Fellowship the business consisting, inter alia, of the destruction of the One Ring (as defined herein) and other products belonging to Sauron and his affiliates, within the territorial boundaries to be hereinafter described as Middle Earth;

AND WHEREAS it is contemplated that the Fellowship shall destroy certain property and assets relating to Sauron heretofore carried in Middle Earth, in consideration of the granting by the Fellowship of certain Fellowship Interests to Frodo, as hereinafter provided;

AND WHEREAS the Fellowship desires to provide for certain rights in respect of transfers of their respective Fellowship Interests and for the manner in which the affairs of the Fellowship shall be conducted;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

ARTICLE I
Interpretation

1.1 The headings of the Articles of this agreement are inserted for convenience of reference only and shall not affect the meaning or construction hereof.

1.2 This agreement shall be construed and interpreted in accordance with the laws of Middle Earth and the federal laws applicable therein. Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of Middle Earth.

1.3 If any provisions contained herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other provision herein and each such provisions is deemed to be separate and distinct.

1.4 This agreement constitutes the entire agreement between the parties hereto pertaining to the formation of the Fellowship and the relations between the parties hereto in regard to the business affairs of the Fellowship. There are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the parties and this agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.

1.5 Words importing the singular number only shall include the plural and vice-versa and words importing the use of any gender shall include all genders.

1.6 Where used in this agreement, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meanings, respectively:

(a) "Affiliate" means a corporation or other entity which, in relation to another corporation or other entity, is controlled by or controls such other corporation or entity or is controlled by the same person, group of persons or certain of them or by the same corporation or entity which controls such other corporation or entity;

(b) "Business" means the destruction of the One Ring and other products and assets of Sauron and his affiliates in Middle Earth;

(c) "Cash" means currency or other instruments immediately payable or negotiable at par at the place of payment during normal banking hours, or any combination thereof;

(d) "Committee" has the meaning set out in section 5.1;

(e) "control", "controls", "controlled" and similar expressions mean the holding by a person or group of persons, directly or indirectly, of securities of a corporation or entity or comparable beneficial interests in an entity (for purposes hereof, "securities" shall include such interests) to which are attached more than 20% of the votes or similar rights of decisions that may be cast to elect directors or any similar managing body of the corporation or entity, if such votes or rights are sufficient, if exercised, to elect a majority of the directors or similar managing body of the corporation or entity, other than holding such securities by way of security only, provided that control in fact of such corporation or entity, whether directly through the ownership of securities or a right or option to acquire securities or indirectly through a trust, contract, the ownership of securities of any other corporation or entity or otherwise, is not primarily exercised by a person or group of persons other than the holders of the said securities rather than by such holder, in which case such other person or group of persons shall be deemed to control such corporation or entity for all purposes hereof, and provided that for purposes hereof persons who act in concert in regard to the voting of securities or otherwise in regard to the business and affairs of a corporation or entity shall be considered a group of persons; notwithstanding the definition of "control" as set out in this subclause, the word "control" shall include de facto control;

(f) "Fellow" means any person who time from time holds a Fellowship Interest and is bound by the provisions of this agreement, the initial Fellows being Frodo, Gandalf, Boromir, Aragorn, Legolas, Gimli, Merry, Pippin, and Sam, and the name of each of Frodo, Gandalf, Boromir, Aragorn, Legolas, Gimli, Merry, Pippin, and Sam, where used in this agreement, includes an assignee thereof or successor thereto which shall become a Fellow in accordance with the provisions hereof;

(g) "Fellowship" means the Fellowship constituted pursuant to Article II of this agreement;

(h) "Fellowship Interest" means all right, title, benefit and interest of a Fellow in such Fellow's respective Ratio in and to the Fellowship and its property and assets and all liabilities, duties and obligations of such Fellow in such Fellow's respective Ratio in respect of Fellowship debts and obligations or otherwise as a Fellow, including the right to share in the profits and losses of the Fellowship in such Fellow's respective ratio, all indebtedness in respect of advances made by such Fellow to the Fellowship and such Fellow's capital account in the Fellowship;

(i) "person" means an individual, a firm, a corporation, a syndicate, a Fellowship, an association, a joint venture and every other legal or business entity whatsoever;

(j) "pro rata" means in proportion to the respective Ratios of the Fellows;

(k) "Ratio" means a Fellow's proportionate share, expressed as a percentage, in the profits and losses of the Fellowship;

(l) "Third Party" means a person acting at arm's length from each of the Fellows.

(m) “Middle Earth” shall mean, in particular the regions commonly described as Eriador, Rhovanion, Mordor, Gondor. Near Harad and Far Harad.