Selling a Mare Subject to Embryo Transfer Rights
Equine reproductive technology has made it possible to sell your favorite mare and still be able to have a foal from her at a later date. Because selling a mare subject to embryo transfer rights is a fairly new concept and still relatively rare, such transactions have not been standardized. As a result, they are rife with potential for misunderstandings, significant unexpected costs and other pitfalls.
As with most complex transactions, a well-drafted contract will go a long way toward protecting the rights of both parties. To ensure that all of the appropriate terms are thoughtfully considered and carefully defined, sales contracts subject to embryo transfer rights should be drafted by an equine law firm with experience in the field, such as Equine Legal Solutions. Here are some typical considerations.
How Many Embryos
Because not every embryo will result in a full-term pregnancy and foal, the seller is advised to ask for the right to obtain at least 50% more embryos than the desired number of foals.
Time Period for Obtaining the Embryos
Because many mares sold subject to embryo transfer rights are still actively showing or racing after the sale, it may be challenging to obtain embryos at the optimal time to transfer into recipient mares. Of course, mares can only produce a limited number of embryos in a limited time span, so the parties should consider who will have priority if the mare produces an embryo and both the new mare owner and former mare owner have recipient mares waiting. Vitrified (frozen) embryos may help bridge this gap, but have a lower viability rate than fresh or cooled embryos, so if the mare will likely be producing embryos in the “off season,” the seller is advised to ask for the right to obtain more embryos than would otherwise be required.
Cost of Obtaining Embryos
Because embryo collection and transport should be performed by skilled equine reproductive specialists, the mare may have to be transported some distance to the appropriate facility and will typically have to stay there a week or more during the process. In addition, arrangements must be made for the purchase and transport of semen for the insemination. Finally, arrangements must be made for the shipment and implantation of the embryos into recipient mares. Each step has significant costs associated with it, so the parties must be very clear about who will pay for each expense, and which expenses, if any, are to be shared by the parties (and if shared, in what proportion).
What Happens if the Mare Dies, Becomes Infertile or is Resold?
Typically, embryo transfer rights are executed over time. Therefore, in many cases, the donor mare will die, become infertile or be sold prior to the expiration of the embryo transfer rights. The parties should consider what they expect to happen in each such scenario and include those terms in the contract. Keep in mind that because the new purchaser of the mare will have no privity of contract with the original seller, the original seller will most likely be unable to enforce the terms of the original sale contract against the new purchaser.
For Contracts and More Information
Call Equine Legal Solutions toll-free at (866) 385-2972 or Contact Us for a customized contract or more information.
As with most complex transactions, a well-drafted contract will go a long way toward protecting the rights of both parties. To ensure that all of the appropriate terms are thoughtfully considered and carefully defined, sales contracts subject to embryo transfer rights should be drafted by an equine law firm with experience in the field, such as Equine Legal Solutions. Here are some typical considerations.
How Many Embryos
Because not every embryo will result in a full-term pregnancy and foal, the seller is advised to ask for the right to obtain at least 50% more embryos than the desired number of foals.
Time Period for Obtaining the Embryos
Because many mares sold subject to embryo transfer rights are still actively showing or racing after the sale, it may be challenging to obtain embryos at the optimal time to transfer into recipient mares. Of course, mares can only produce a limited number of embryos in a limited time span, so the parties should consider who will have priority if the mare produces an embryo and both the new mare owner and former mare owner have recipient mares waiting. Vitrified (frozen) embryos may help bridge this gap, but have a lower viability rate than fresh or cooled embryos, so if the mare will likely be producing embryos in the “off season,” the seller is advised to ask for the right to obtain more embryos than would otherwise be required.
Cost of Obtaining Embryos
Because embryo collection and transport should be performed by skilled equine reproductive specialists, the mare may have to be transported some distance to the appropriate facility and will typically have to stay there a week or more during the process. In addition, arrangements must be made for the purchase and transport of semen for the insemination. Finally, arrangements must be made for the shipment and implantation of the embryos into recipient mares. Each step has significant costs associated with it, so the parties must be very clear about who will pay for each expense, and which expenses, if any, are to be shared by the parties (and if shared, in what proportion).
What Happens if the Mare Dies, Becomes Infertile or is Resold?
Typically, embryo transfer rights are executed over time. Therefore, in many cases, the donor mare will die, become infertile or be sold prior to the expiration of the embryo transfer rights. The parties should consider what they expect to happen in each such scenario and include those terms in the contract. Keep in mind that because the new purchaser of the mare will have no privity of contract with the original seller, the original seller will most likely be unable to enforce the terms of the original sale contract against the new purchaser.
For Contracts and More Information
Call Equine Legal Solutions toll-free at (866) 385-2972 or Contact Us for a customized contract or more information.