A recent Delaware Court of Chancery case should win a “candor award” for acknowledging that despite the arguments of both sides regarding the alleged intent of parties in the agreement at issue, the court found that notwithstanding multiple re-readings of both the agreement involved, and the arguments of the parties in their briefs, the court
extrinsic evidence
Chancery Addresses When Extrinsic Evidence Allowed
By Francis Pileggi on
Posted in Chancery Court Updates
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 …
Contract Interpretation Principles under PA Law
By Francis Pileggi on
Posted in Other Court Decisions
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.…
Chancery Considers Extrinsic Evidence in Granting Motion for Summary Judgment
By Francis Pileggi on
Posted in Chancery Court Updates
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…
Chancery Court Grants Motion to Enforce Settlement
By Francis Pileggi on
Posted in Chancery Court Updates
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…