The Delaware Court of Chancery recited the elements needed to establish waiver of contract rights, as well as the elements of promissory estoppel, in Bomberger v. Benchmark Builders, Inc., C.A. No. 11572-VCMR (Del. Ch. Aug. 19, 2016).
Why Decision is Noteworthy
The context of the dispute centered on whether the redemption price for the stock of a minority stockholder in a closely-held company was waived based on prior actions of the company, and also based on detrimental reliance on statements made by an allegedly controlling stockholder that the price to be paid would be the book value and not the much lower original purchase price provided for in a stockholders agreement.
These important principles, and their application to a dispute about the price to be paid for the buyout of a minority stockholder who was fired after he spent a large part of his career working at a closely-held business, are useful for the toolbox of corporate and commercial litigators.