In Lorillard Tobacco Co. v. American Legacy Foundation, read opinion here, the Delaware Supreme Court affirmed the Chancery Court’s reading of a contract that memorialized the settlement between the nation’s largest tobacco companies and 46 states. The Chancery Court’s decision was summarized on this blog here (with links to the original opinion and the denial of a motion for reargument). As in the trial court, a key issue on appeal was whether "vilification" and "personal attacks" took place in violation of the agreement. Both courts cited to many court decisions for discussion of those terms in the context of contract interpretation to support the finding no violation of the settlement agreement.
Importantly, Delaware’s High Court also affirmed the Chancery Court’s application of the "doctine of preincorporation agreements". This doctrine allows the promoter of a corporation to enter into agreements that bind the nascent corporation. If the corporation accepts the benefits of those contracts, they will be enforceable against the corporation. This gave standing to the tobacco companies to enforce the agreement against the non-profit foundation established in connection with the settlement agreement despite the foundation not being a signatory to the agreement.