Impact Investments Colorado II, LLC v. Impact Holding LLC, C.A. No. 4323-VCP (Del. Ch. Aug. 31, 2012), read opinion here. This 37-page opinion is rather unremarkable to the extent that it does not announce any new law nor does it clarify existing law. Nonetheless, it contains useful discussions of contract interpretation principles as well as the nuances of the summary judgment standard pursuant to Rule 56.
This case involves a dispute regarding the post-closing adjustment provisions of a stock purchase agreement, and whether the escrow funds were required to be released. Subsidiary issues include whether notice of a claim was timely and in compliance with the terms of the agreement.
Useful principles regarding summary judgment include: (i) the court may sua sponte grant summary judgment against the party seeking summary judgment if the court finds that it is warranted (footnote 75), and (ii) Rule 56(d) allows the court to determine that certain facts will be considered established for trial purposes even if the court does not grant summary judgment for other reasons. Slip op. at 37.
As for contract interpretations principles, the court’s discussion of when extrinsic evidence will be allowed, even in the context of summary judgment, is helpful, including: “prior dealings between the parties, and business custom and usage in the industry.” Slip op. at 13.