A recent decision from the Delaware Court of Chancery should be in the toolbox of all corporate and commercial litigators. In Guilbeau v. Footprint International Holdco, Inc., C.A. No. 2024-0968-JTL (Del. Ch. April 30, 2026), the court provided a scholarly analysis of the doctrinal and public policy issues surrounding the fiduciary duties of a
implied covenant of good faith and fair dealing
Delaware Court of Chancery Explains Nuances of Formal Opinion Letters
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision should be read by every lawyer who issues formal legal opinion letters—and those who litigate issues involving them. In Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Sept. 9, 2024), the court amplified its earlier post-trial decision, highlighted on these pages…
Chancery Allows Claims for Refusal to Enable Exercise of Options
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Court of Chancery decision allowed claims to proceed for the refusal to enable the seller of a business to exercise options in the new company. In Osios LLC v. Tiptree, Inc., C.A. No. 2023-0589-NAC (Del. Ch. June 12, 2024), the court described a factual background in which the buyers of a…
Claims for Impeding Milestones After Sale of Company Allowed to Proceed
By Francis Pileggi on
Posted in Court of Chancery Updates
In a common fact pattern involving allegations that the buyer of a company intentionally derailed the attainment of milestones that would trigger additional payments, the Court of Chancery allowed several claims to survive a motion to dismiss. Trifecta Multi-Media Holdings, Inc. v. WCG Clinical Services LLC, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024).
Court of Chancery Denies Motion to Dismiss Implied Covenant of Good Faith and Fair Dealing Claim
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was authored by R. Montgomery (“Monty”) Donaldson, a Delaware business and commercial litigator for many years, a friend and colleague of Francis Pileggi, and a follower of this blog.
The implied covenant of good faith and fair dealing has received considerable play in Delaware in recent years. In fact, over the last half-decade,…
Chancery Applies Implied Covenant in Agreement that Waives Traditional Fiduciary Duties–and Affirms Shareholder Wealth Maximization Norm
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Chancery decision is notable for its application of the implied covenant of good faith and fair dealing in a partnership agreement that waives all conventional fiduciary duties, and replaces them with a contract-based standard of conduct. The decision in Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del.…
Supreme Court Explains the Implied Covenant of Good Faith and Fair Dealing
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision is must-reading for those who need to know the latest iteration of Delaware law on the implied covenant of good faith and fair dealing. In Oxbow Carbon & Minerals Holdings, Inc. v. Crestview-Oxbow Acquisition, LLC, Del. Supr. No. 536, 2018 (Jan. 17, 2019), Delaware’s High Court provided the…
Delaware’s Implied Covenant of Good Faith and Fair Dealing
By Francis Pileggi on
Posted in Commentary
Delaware law imposes on every contract an implied duty of good faith and fair dealing. For those interested in the latest scholarship on this topic, a draft law review article by Professor Mohsen Manesh of the University of Oregon School of Law is required reading. See Mohsen Manesh, Express Contract Terms and the Implied …
Chancery Defines Good Faith for Purposes of Contract Law
By Francis Pileggi on
Posted in Court of Chancery Updates
Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC, C.A. No. 7204-VCN (Del. Ch. Aug. 16, 2012).
Issue Addressed: How to define “good faith” for purposes of a limited partnership agreement that required a good faith determination for removal of a general partner.
Short Answer: The Court compared the common law…
Chancery Awards $3.2 million in Attorneys’ Fees in Contract Dispute
By Francis Pileggi on
Posted in Court of Chancery Updates
ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5843-VCL (Del. Ch. July 9, 2012). In this opinion the Court of Chancery awarded attorneys’ fees, based on a fee-shifting provision of the LLC agreement, of more than $3.2 million. The recent Chancery decision on the merits of this case, on…