A federal court in the Middle District of Florida ruled this week that Dean Guitars can keep producing Dimebag Darrell signature guitars even though the licensing agreement that governed them is over.[1]

The ruling is trending as a story about one missing word in a contract: that the drafters wrote "termination" when they should have written "termination or expiration," and that the omission cost the Trust its core breach theory. That reading is wrong on the contract's own terms.

Dean Guitars is not about forgetting a word.

The ruling has nothing to do with AI drafting contracts.

The clause everyone is reading is paragraph 17 of the 2014 re-stated agreement:

The Company shall acquire no rights in the tradenames or designs "Stealth Guitar" or "Razorback Guitar" by virtue of this Agreement, and upon termination of this Agreement shall cease the production of Stealth and Razorback style Guitars.

The conventional read concludes "upon termination" must be a drafting slip. The contract reached the end of its stated term in June 2017 and expired. Expiration, the argument goes, should have been treated identically to termination, and the fact that it wasn't is a costly error.

The clause nobody seems to have read is paragraph 25 of the same agreement:

The provisions of this paragraph . . . shall survive the termination or expiration of this Agreement.

The drafters used both words in the same contract. When they wanted to capture both events, they did. When they used "termination" alone in paragraph 17, that was a deliberate choice, not an oversight. Several lawyers reviewed and signed this agreement (or advised their client to). The asymmetric treatment was intentional drafting, and the rest of the document proves it.

Paragraphs 22 and 23 of the agreement set out each party's "Special Right of Termination," requiring affirmative invocation by written notice upon a triggering event (insolvency, nonpayment, material default, or uncured breach). Termination under the contract is not what happens when time runs out. It is what happens when one party invokes a remedy. Neither party ever invoked. The Company never declared insolvency, the Trust never sent a default notice, and the contract simply reached the end of its stated term in June 2017 and expired through performance.

The court's policy explanation is worth quoting directly because it captures the drafting logic precisely:

By conditioning the Company's right to produce Stealth and Razorback style guitars on neither party's terminating the agreement, the parties reasonably distinguish between (1) the parties' respective positions after complete, compliant and satisfactory performance of the agreement followed by expiration at the end of the term of the contract and (2) the parties' respective positions after incomplete, non-compliant and unsatisfactory performance followed by termination during the term of the contract. A post-contractual right conditioned on neither party's terminating the agreement motivates and rewards full and faithful performance under the agreement and deters a non-compliance breach of contract.

The asymmetry was the deal. The Company kept the right to manufacture Stealth and Razorback style guitars after the agreement ran out, conditional on not getting kicked out for cause during the term. Expire cleanly through full performance, keep the manufacturing rights. Get terminated for non-performance, lose them. That allocates risk between cooperating and non-cooperating parties in a way that incentivizes both sides to perform. It is the kind of provision that gets drafted on purpose, by lawyers who understand what each word does.

As always, the facts matter. From June 2017 through at least April 2020, the Trust acquiesced in the Company's continued production of guitars bearing Darrell's name and continued payment of royalties at the rate established under the expired agreement. The Trust did not send a demand letter until June 2021, four years after the stated end of the contract period. When that letter arrived, it described the agreement as having "naturally terminated" in October 2020. The Trust's own counsel confirmed at oral argument that "naturally terminated" meant "expired."

The court was not persuaded. As the order observed, expiration and termination "are legally and factually distinct, particularly if the contract provides expressly for, and uses, the word 'termination' and if termination governs contractual rights, obligations, or remedies."

This matters for transactional practice. Termination-versus-expiration asymmetries appear regularly in licensing agreements, distribution agreements, employment contracts, joint ventures, etc. They work by rewarding clean exits, punishing breaches, and allocating post-contractual rights between parties depending on how the relationship ended. Those who treat every occurrence as a drafting error will redline actual value out of agreements and may misadvise clients on the consequences of letting a contract run out versus terminating it for cause. Which happens to be an incredibly common question.

The right move, in every case, is to ask whether the asymmetric treatment is doing intentional work, and to make the asymmetry explicit if so.

This opinion is currently being circulated in some quarters as a cautionary tale about AI-assisted drafting. 'What if a model leaves out a word a human lawyer would have caught?' That framing identifies the wrong risk. The actually difficult AI-and-contracts questions concern confidentiality processing, output ownership, training-pipeline disclosure, and how confidentiality and IP provisions drafted before 2023 apply to workflows that did not exist when they were signed. None of those questions are answered by reading paragraph 17 of the Dean Guitars agreement more carefully.

More on that in a forthcoming piece.

And so it goes, but not unchallenged.

  1. In Dime We Trust, RLT v. Armadillo Distribution Enterprises, Inc., No. 8:21-cv-01967-SDM-AAS (M.D. Fla. Apr. 24, 2026). ↩︎