Lewis Lazarus on Contract Terms

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

2/26/2025 / Breach of Contract , Business Litigation , Contract Disputes , Contract Terms , Corporate Governance , Delaware , Dispute Resolution , Limited Liability Company (LLC) , Shareholders , Summary Judgment

Chancery Enforces Parties’ Agreement to Specific Enforcement for Breach of Preemptive Rights Provision

L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-NAC (Del. Ch. Aug. 21, 2024) - In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a...more

2/6/2025 / Breach of Contract , Contract Terms , Corporate Governance , Securities Litigation , Securities Regulation , Shareholders

Delaware Supreme Court Upholds Court of Chancery’s Refusal to Blue Pencil an Unreasonable Covenant Not to Compete

In Sunder Energy v. Jackson, No. 455, 2023 (Del. Supr., December 10, 2024), the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision not to enjoin a former employer and member of a Delaware LLC from...more

12/27/2024 / Contract Terms , Employer Liability Issues , Employment Contract , Non-Compete Agreements , Restrictive Covenants

Chancery Decides Scope of Expert’s Authority in Valuation Dispute Resolution Mechanism

Paul v. Rockpoint Group LLC, C.A. 2018-0907-JTL (Del. Ch. Jan. 29, 2024) - This dispute arose from a disagreement over the authority of an appraiser to include legal assertions and extrinsic evidence in his valuation. The...more

3/27/2024 / Breach of Contract , Contract Disputes , Contract Terms , Dispute Resolution

Chancery Upholds Claims Against LLC Officers and Others Arising from Squeeze-Out of Minority Unitholders

Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) - An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more

1/2/2024 / Board of Directors , Breach of Duty , Contract Terms , Fiduciary Duty , Limited Liability Company (LLC) , Mergers

Chancery Relies on Unanimous Dictionary Entries To Confirm Unambiguity of Supply Agreement

Thermo Fisher Scientific PSG Corp. v. Arranta Bio MA, LLC, C.A. No. 2022-0608-NAC (Del. Ch. Apr. 4, 2023) - The plaintiff and the defendant entered into a supply agreement under which the defendant would manufacture...more

8/23/2023 / Breach of Contract , Breach of Duty , Contract Terms , Fiduciary Duty

Enforcing a “Draconian” Bargain, Chancery Grants Motion to Dismiss Claims Arising from Right to Repurchase Interest Upon...

Moscowitz v. Theory Entertainment LLC, C.A. No. 2019-0780-MTZ (Del. Ch. Oct. 28, 2020) - This case illustrates that the Court will enforce parties’ agreements even if they reflect a bad bargain for one party. Plaintiff...more

12/15/2020 / Breach of Contract , Contract Terms , Covenant of Good Faith and Fair Dealing , Implied Covenants , Motion to Dismiss , Repurchases , Termination for Cause

Chancery Upholds Adequacy of Description of Buyer’s Indemnification Claims but Finds Indemnification Request for Pending...

Horton v. Organogenesis Inc.,C.A. No. 2018-0537-KSJM (Del. Ch. July 22, 2019). Sellers in merger agreements generally agree to indemnify buyers for certain “Losses” but require the buyers to provide timely notice of...more

7/29/2019 / Contract Terms , Indemnification Clauses , Merger Agreements , Mergers , Representations and Warranties

Delaware Superior Court CCLD Dismisses Breach of Contract Action for Failure to State a Claim

P&TI Acquisition Co. v. Morgenthaler Partners VII, LP, C.A. No. N18C-08-059 AML CCLD (Del. Super. May 9, 2019). Plaintiff P&TI Acquisition Co. brought a breach of contract action asserting that Defendants violated a 2012...more

5/28/2019 / Breach of Contract , Contract Terms , Failure To State A Claim , Stock Purchase Agreement

Lewis Lazarus

Morris James LLP

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