Barton v. Club Ventures Investments, LLC, C.A. No. 8864–VCN (Del. Ch. Nov. 19, 2013).
This opinion merits mentioning in passing for its interpretation of an integration clause and its analysis about the limitation of that integration clause to the members of an LLC who signed the agreement, as opposed to a broader definition of parties subject to the agreement. See footnote 66.
More noteworthy is the court’s review of the doctrine of quasi-estoppel which allows the court to preclude a party from asserting, to the disadvantage of another, a right inconsistent with a position it has previously taken. Notably, a party does not need to show reliance for this doctrine to apply. See footnotes 73 and 74.
Also helpful is a discussion of the contract interpretation doctrine known as contra proferentem. That doctrine applies only when a term is ambiguous in a non-negotiated contract, and resolves ambiguities against the drafter of the contract. See footnote 58.
Lastly, the Court applied a well settled doctrine in Delaware that a party waives an argument by not including it in its brief. See footnote 88.