CSH Theaters, LLC v. Nederlander of San Francisco Associates, C.A. No. 9380-VCP (Del. Ch. Apr. 21, 2015). The Delaware Court of Chancery opinion applied an exception to the statute of frauds based on partial performance, and denied a motion to dismiss a claim for breach of an oral agreement to renew a lease, based on the reasonably conceivable standard.
The court also dismissed a fraudulent inducement claim based on the well-established Delaware case law that a simple breach of contract cannot be bootstraped into a fraudulent inducement claim simply by adding the term “fraudulently induced” to a complaint or mere conclusory allegation that the defendant never intended to comply with the agreement at issue at the time the parties entered into it. See footnote 112 and accompanying text. There is much else to commend this 56-page decision, but the most noteworthy aspects with the most widespread applicability or greatest interest are contained in the foregoing paragraph.
Postscript: This decision should be compared with a recent order by the Supreme Court in Grunstein v. Silva, which affirmed a Chancery decision, see Grunstein v. Silva, 2014 WL 4473641 (Del. Ch., Sept. 5, 2014), refusing to uphold an oral agreement involving an interest in nursing homes, as well as a separate recent Chancery opinion in the Pulieri case, that rejected an effort to enforce an oral agreement regarding real estate transfers.