In Cypress Associates, LLC v. Sunnyside Cogeneration Associates Project, (Del. Ch., Jan. 17, 2007), read opinion here, the Chancery Court was called upon to interpret agreements under Utah law, but the most notable parts of the decision dealt with procedural issues under Delaware law. In particular, the court allowed an amendment to an answer only on the condition that the defendant pay for the attorneys fees’ incurred by the plaintiff for the relevant part of the time charges incurred for its filing of a Motion for Judgment on the Pleadings. The parties had both filed such cross-motions under Chancery Court Rule 12(c).
The court acknowledged that Chancery Court Rule 15(aaa) only applies to amendments of complaints, but if it applied to amendments of answers it likely would have barred the amendment sought here.
Substantively, although Utah law applied, the court also observed that there was a factual issue that precluded judgment on the pleadings regarding an issue of the reasonableness of refusing to consent to a transaction–but the court noted in footnote 21 at least two Delaware cases stating that a party may properly withhold consent to a transaction only when the decision is made for a legitimate business purpose.