Mitsubishi Power Systems Americas, Inc. v. Babcock & Brown Infrastructure Group US, LLC, No. 4499-VCL (Del. Ch., Jan. 22, 2010), read opinion here. The Court of Chancery’s prior decision granting a TRO was summarized here.

Because this decision applies New York substantive law and is based solely on New York law, we will only provide a cursory review of this matter.

Procedurally, the Court ruled on a Motion for Judgment on the Pleadings pursuant to Rule 12(c) regarding counterclaims and some affirmative defenses of Babcock & Brown. This 36-page opinion contains many detailed factual background matters that would only be worth summarizing if we were discussing the entire opinion. A simplistic statement of the underlying facts is that it deals with a dispute over the terms of two agreements to buy wind turbines involving large amounts of money and problems with the quality and delivery dates of the products.

The claims and defenses that were dismissed based on New York law include the following:

  • Breach of contract
  • Breach of Implied Duty of Good Faith and Fair Dealing
  • Fraud
  • Negligent misrepresentation
  • Equitable estoppel