Tag Archives: contract interpretation principles

Chancery says Tutor Perini owes subsidiary’s former owners $8 million under holdback pact

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Delaware Chancery Court ordered general contractor Tutor Perini Corp. to turn over $8 million to Greenstar Services Corp.’s former owners, after finding they met the terms of a … Continue Reading

Earn-Out Dispute: Ambiguous Terms Bar Motion to Dismiss

The recent Delaware Court of Chancery decision in Windy City Investments Holdings, LLC v. Teachers’ Insurance and Annuity Association of America, C.A. No. 2018-0519-MTZ (Del. Ch. July 26, 2019), discussed an often recurring issue in commercial litigation: a seller of a business who claims that the Earn-Out provisions in the agreement of sale were not … Continue Reading

Delaware Supreme Court Affirms Chancery Court in AT & T Case Involving Stock Options

AT & T  Corp. v. Lillis, (Del. Supr., March 9, 2009), read opinion here. In a rare split decision, the Delaware Supreme Court ruled 3-2 to affirm the original decision of the Chancery Court  that was initially reversed by the Supreme Court (also a procedural rarity).  This case involves an attempt by former officers and directors of MediaOne Corp. (the "Option Holders") … Continue Reading

Chancery Court Grants Motion to Enforce Settlement

Fox v. Paine, (Del. Ch., Jan. 22, 2009), read opinion here. This Chancery Court opinion involves the breakup of the wealth management partnerships between Saul Fox and Dexter Paine. On the even of trial, the parties entered into a settlement agreement in the form of a "memorandum of understanding" (MOU). Although everyone agreed that the MOU was binding, it … Continue Reading
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