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).
integration clause
Chancery Describes Claims Barred by Standard Integration Clause
By Francis Pileggi on
Posted in Selected Articles by Francis
The Delaware Business Court Insider‘s current edition includes an article I co-authored with Chauna Abner that highlights a recent Delaware Court of Chancery decision that explains the types of claims that are barred by a standard integration clause–as compared to the more robust anti-reliance clause that is required to preclude most typical claims arising…
Buyer’s Claims Fail Due to Lack of Express Representations by Seller in APA
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision provides an important lesson about the downside of imprecise drafting, and the need to express with precision how specific risks are to be allocated between the purchaser and seller of a business. In Julius v. Accurus Aerospace Corporation, C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019), the…
Chancery Rules on Substantive Arbitrability and Integration Clauses Among Multiple Agreeements
By Francis Pileggi on
Posted in Chancery Court Updates
Li v. Standard Fiber LLC, C.A. No. 8191-VCN (Del. Ch. March 28, 2013).
This Court of Chancery opinion addressed a recurring theme in Delaware commercial litigation: substantive arbitrability. That is, whether the court or an arbitrator should determine whether a particular claim is subject to an arbitration clause. This opinion also addresses how multiple…