GRT, Inc. v. Marathon GTF Technology, Ltd., C.A. No. 5571-CS (Del. Ch. June 21, 2012).
This relatively short decision offers important statements of Delaware law on contract interpretation and summary judgment standards.
In addition to nuanced aspects of Court of Chancery Rule 56, it will be useful for the practitioner to be aware that even on a motion for summary judgment, a Court may nonetheless interpret an ambiguous contract and: “the ambiguity may be resolved on a summary judgment motion based on extrinsic evidence when the moving party’s record is not rebutted so as to create issues of material fact.” See footnote 23. Regarding contract interpretation principles, a useful tool for the toolbox of the business litigator will be the awareness of the contract interpretation principle under Delaware law which provides that: “separately negotiated or added terms are given greater weight than standardized terms or other terms not separately negotiated.” See footnote 56.
The Court reasoned that where a party attempts to enforce a contractual right that it did not obtain for itself at the negotiating table, Delaware’s pro-contractarian policy applies with greater force: “when the supposedly aggrieved party in fact sought the specific contractual right at issue in negotiations but failed to get it.” See Slip op. at 17.