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Contract Disputes › Representations and Warranties › Breach of Contract

Morris James LLP

Court of Chancery Endorses Default Pro-Sandbagging Stance in Representation and Warranty Litigation

Morris James LLP on

In the M&A context, the term “sandbagging” refers to one party asserting a claim based on a representation made in connection with the transaction despite knowing or having had reason to know pre-closing that the...more

Goodwin

Delaware Law Allows Buyers to “Sandbag” Sellers

Goodwin on

A recent decision out of the Delaware Court of Chancery in John D. Arwood et al. v. AW Site Services, LLC, sheds significant light on whether a party to a contract governed by Delaware law may “sandbag” its counter party: as...more

Carlton Fields

The Impact of the Duty to Mitigate on Diminution of Value Claims

Carlton Fields on

Buyers in M&A deals often contend that they value a target company based on the seller’s representations and warranties. If the buyer later determines those representations and warranties were false, it may argue that, as a...more

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