Tag Archives: contract interpretation

Chancery Issues Additional Advancement and Indemnification Rulings in Quiznos Restructuring

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. The Court of Chancery issued two opinions relating to a web of advancement and indemnification claims brought on behalf of multiple, separate plaintiffs: (1) Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Del. Ch. Jan. 9, 2017); and (2) Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL … Continue Reading

Chancery Orders Arbitration Pursuant to Email Agreement

Gomes v. Karnell, C.A. No. 11814-VCMR (Nov. 30, 2016) Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. A recent Chancery Court opinion enforced an agreement to arbitrate based on an email exchange. Background: This matter involves a dispute between three members of an LLC over the validity of an arbitration agreement.  The parties … Continue Reading

Key 2013 Delaware Corporate and Commercial Decisions

Top Ten 2013 Delaware Corporate and Commercial Decisions By: Francis G.X. Pileggi and Kevin F. Brady This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with … Continue Reading

Key Corporate and Commercial Delaware Decisions for First Five Months of 2013

Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or procedural topics. This is a supplement to the annual review of cases we have provided on this … Continue Reading

Supreme Court Upholds Waiver of Claims in LP Agreement Based on Presumption of Good Faith

Norton v. K-Sea Transportation Partners, L.P., Del. Supr., No. 238, 2012 (May 28, 2013). This Delaware Supreme Court decision is the second in consecutive business days that addresses the concept of good faith in the contractual context. See SIGA Technologies, Inc. v. PharmAthene, Inc., highlighted on these pages. (Photo: Supreme Court Building in Dover.) Issue … Continue Reading

Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith

SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also outlined on … Continue Reading

Settlement Agreement Enforced Without All Signatures

Whittington v. Dragon Group LLC, C.A. No. 2291-VCP (Del. Ch. May 1, 2013).  Multiple prior decisions in this case have been highlighted on these pages and they provide more background details for the interested reader. Issue Addressed:  Whether a settlement agreement needs to be fully executed by all parties in order to be enforceable. Short Answer:  No. … Continue Reading

Chancery Addresses Reasonableness of Fees Awarded Pursuant to Contract

Edgewater Growth Capital Partners L.P. v. H.I.G. Capital, Inc., C.A. No. 3601-CS (Del. Ch. April 18, 2013).  This ruling explains both an issue about attorneys’ fees and the revision of a previous Chancery opinion in this case highlighted on these pages here. Issue Addressed:  The standard that applies to award fees pursuant to the terms of a … Continue Reading

Chancery Addresses Default Fiduciary Duties in LLC and Advancement Issues

Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013) Issue Presented  This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several financing transactions. Brief Overview  Zimmerman claimed that the challenged transactions should be analyzed under the … Continue Reading

LP Agreement Bars Fiduciary Duty Claims

Gerber v. EPE Holdings LLC, C.A. No. 3543-VCN (Del. Ch. Jan. 18, 2013). Short Overview In this 37-page decision, the Court of Chancery dismissed breach of fiduciary duty claims.  The Court declined to impose default fiduciary duties upon the entity’s partners based on a limited partnership agreement that waived all common law fiduciary duties in … Continue Reading

Chancery Interprets Rights of Preferred Shareholders and Gives Drafting Tips for Certificates of Incorporation

Greenmont Capital Partners, I, L.P. v. Mary’s Gone Crackers, Inc., C.A. No. 7265-VCP (Del. Ch. Sept. 28, 2012). This opinion addresses the interpretation of the rights of the holders of preferred shares as well as the terms of a certificate of incorporation. The opinion also provides drafting tips for those who craft corporate charters. (For … Continue Reading

Court Rules on Exit of Hedge Fund Partner

Seibold v. Camulos Partners LP, C.A. No. 5176-CS (Del. Ch. Sept. 17, 2012). Issue Addressed:  Did hedge fund breach the limited partnership agreement by not distributing to the departing partner his capital investment? Short Answer:  Yes.  In addition, the Court addressed many related claims and issues in connection with the departure of an ex-Soros hedge fund … Continue Reading

Chancery Denies Summary Judgment Based on Contract Principles

 Impact Investments Colorado II, LLC v. Impact Holding LLC, C.A. No. 4323-VCP (Del. Ch. Aug. 31, 2012), read opinion here. This 37-page opinion is rather unremarkable to the extent that it does not announce any new law nor does it clarify existing law. Nonetheless, it contains useful discussions of  contract interpretation principles as well as the nuances … Continue Reading

Key Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012

Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers. Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award LP Member Protected from Self-Interested Transaction by Terms of LP Agreement … Continue Reading

Contract Interpretation Principles under PA Law

For those interested in contract interpretation principles under PA law, and in particular when extrinsic evidence will be allowed, such as course of performance and usage of the trade, the recent opinion by the U.S. District Court for the Eastern District of Pennsylvania, in Artesian Water Company v. Chester Water Authority, may be instructive. We represent … Continue Reading

Supreme Court Affirms Chancery Decision to Delay Hostile Offer Based on Violation of Confidentiality Agreement

Martin Marietta Materials, Inc. v. Vulcan Materials Co., No. 254, 2012 (Del. Supr., July 12, 2012). Our blurb about the Supreme Court’s Order of May 31, 2012 in this case is available here. Highlights of the 138-page Court of Chancery opinion on these pages is available here. Issue Presented Whether a violation of a confidentiality agreement can … Continue Reading

Breach Must be Material before Performance of Other Party is Excused

Matthew v. Laudamiel, C.A. No. 5957-VCN (Del. Ch. June 29, 2012). Issues Addressed: (1) Whether the LLC Agreement required unanimous consent for both dissolution and winding-up; and (2) Whether there was a defense to performance based on breach of the agreement by the other party. Short Answers: (1) The Court found that, however unusual, the … Continue Reading

Chancery Considers Extrinsic Evidence in Granting Motion for Summary Judgment

GRT, Inc. v. Marathon GTF Technology, Ltd., C.A. No. 5571-CS (Del. Ch. June 21, 2012). This relatively short decision offers important statements of Delaware law on contract interpretation and summary judgment standards. In addition to nuanced aspects of Court of Chancery Rule 56, it will be useful for the practitioner to be aware that even … Continue Reading

Court of Chancery Awards Lost Future Earnings as Damages to Hedge Fund Managers Due to Fraud of Majority Partner

Paron Capital Management LLC v. Crombie, C.A. No. 6380-VCP (Del. Ch. May 22, 2012). Issue Addressed: Whether the breach of fiduciary duty owed by a hedge fund manager to his partners entitles them to lost future earnings. Short Answer: The Court found that the partners who were defrauded were entitled to lost future earnings and other costs associated … Continue Reading

Chancery Reforms Scrivener’s Error; Imposes Attorneys’ Fees on Attorney/Party Who Stayed Knowingly Silent about Mistake

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5843-VCL (Del. Ch. May 16, 2012). Issue Addressed: Should a real estate joint venture agreement be reformed to correct a scrivener’s error in the provisions of an agreement that “departed from settled real estate practice and produced an economically irrational result.” Short Answer: Yes. … Continue Reading

Delaware Supreme Court Bars Fraud Claims Based on Contract Provision

RAA Management, LLC v. Savage Sports Holdings, Inc., No. 577, 2011 (Del. May 18, 2012). Issue Addressed: Whether a disclaimer in a non-disclosure agreement barred claims for fraud by a potential buyer of a business. Short Answer: Yes. Supplement: Professor Bainbridge has a post that addresses this issue in his usual scholarly manner and also links to this … Continue Reading