The implied covenant of good faith and fair dealing is a notoriously misunderstood doctrine. It can be invoked much less often than most people think, and its application is highly state-specific. A recent ruling from the...more
On Oct. 13, 2023, a New York federal court held that sellers who breached representations made in an asset purchase agreement were liable to the buyer for damages calculated using an implied purchase price multiple from the...more
In a March 9, 2022, opinion, the Delaware Chancery Court examined a seller’s argument that the buyer in an asset purchase agreement was prohibited from asserting claims for contractual breach of representations in the...more
In an Aug. 12, 2021, opinion, the Delaware Chancery Court examined two seller-friendly purchase agreement provisions and held that public policy and Delaware law prevented the seller from invoking the provisions to block...more
Purchase agreements commonly include contractual limitations on the potential liability of breaching parties, absent fraud or other wrongful behavior. These “damages caps” generally set a party’s liability at a fixed amount...more