Legal Question in Investment Law in Connecticut

Re: Legal Use of AND/OR........

''The investment may increase up to the maximum of $100 million and 50% of the total assets under management.

First, this answer does not address state or federal law and is not to be construed as legal advice.

The clause is defective in that it is the wrong use of the conjunctive "and." The interpretation will rest on the parties intent at the time of signing. If we assume that the investor wanted to "cap" the investment, then one would read it as being capped at $100 million; provided such amount is less than or equal to 50% of the assets under management. This would seem to be the logical interpretation because it would not make intuitive sense for a party to limit a total investment and then make it potentially "limitless" in the same sentence. However, logic does not always prevail under the law.

My suggestion would be to amend the language in order to avoid confusion in the event of a dispute.

Good luck.

Michael S. Paradise, Esq.