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Delaware Corporate & Commercial Litigation Blog

Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery

Signature Alone Not Always Sufficient Evidence of Binding Contract

By Francis Pileggi on December 2, 2019
Posted in Selected Articles by Francis

In a recent article appearing in The Delaware Business Court Insider, co-authored with my colleague Chauna Abner, we discussed a recent Delaware Chancery decision that found a fully-executed agreement, based on extrinsic evidence, was not intended by both parties to be a binding contract. This, of course, is somewhat counterintuitive, but provides a helpful cautionary tale for those involved in corporate and commercial litigation. In Eagle Force Holdings v. Campbell, No. 10803-VCMR (Del. Ch. Aug. 29, 2019), the Court of Chancery refused to enforce an LLC Agreement that was marked “draft” at the top. The Court also examined surrounding circumstances such as the prior practice of the parties, which led the Court to find that the document did not reflect what the parties considered to be a final commitment.

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Francis practices primarily in the areas of corporate and commercial litigation. His practice includes representation in high-stakes disputes for a wide range of clients in many industries
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