Tag Archives: course of performance

Chancery Addresses When Extrinsic Evidence Allowed

A recent Court of Chancery decision explains when an agreement will be deemed ambiguous such that extrinsic evidence will be allowed, and related contract interpretation principles. Key Issue Addressed: The court, in Zayo Group, LLC v. Latisys Holdings, LLC, C.A. No. 12874-VCS (Del. Ch. Nov. 26, 2018), described the “real controversy” in the matter as … 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

Chancery Finds Corporate Officers Usurped Corporate Opportunities and Converted Resources in Violation of their Fiduciary Duty of Loyalty

In a post-trial decision, the Court of Chancery in Dweck v. Nasser, C. A. No. 1353-VCL (Jan. 18, 2012), found that Dweck, the former CEO, a director and 30% stockholder in Kids International Corporation (“Kids”), and Kevin Taxin, Kids’ President, breached their fiduciary duties of loyalty to Kids by establishing competing companies that usurped Kids’ … Continue Reading
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