News & Analysis as of

Covenant of Good Faith and Fair Dealing Breach of Contract Acquisitions

Morris James LLP

Chancery Sustains Founders’ Implied Covenant Claim For “Bad Faith” Termination To Deprive Them Of Contingent Compensation,...

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Servaas v. Ford Smart Mobility LLC, C.A. No. 2020-0909-LWW (Del. Ch. Aug. 25, 2021) - Delaware common law requires that contracts be read on their own terms. Accordingly, contracts cannot be “combined” to supply missing...more

Morris James LLP

Chancery Rejects Implied Covenant Claim for Failure to Prove that, Had the Issue Been Negotiated, Both Parties Would Have Agreed

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Roundpoint Mortgage Servicing Corp. v. Freedom Mortgage Corp., C.A. No. 2020-0161-SG (Del. Ch. July 22, 2020) - To establish an implied contractual obligation pursuant to the implied covenant of good faith and fair...more

Morris James LLP

Chancery Orders Trial to Determine Meaning of Ambiguous Post-Closing Covenants in a Stock Purchase Agreement

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Schneider Nat’l Carriers, Inc. v. Kuntz, C.A. No. 2017-0711-PAF (Del. Ch. July 16, 2020) - If parties to a contract offer reasonable but conflicting interpretations of ambiguous contractual language, the Court of Chancery...more

Burns & Levinson LLP

Don’t Assume That Closely Related Agreements Will Be Interpreted As One Contract

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In some transactions, such as those involving the acquisition of a business, the deal may be documented through a primary contract and subsidiary agreements that are referenced in, or even attached as Exhibits to, the...more

Dechert LLP

Sweat the Small Stuff: Delaware Court of Chancery Faults Acquirer for Failing to Deliver Notice to Extend End Date

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The Delaware Court of Chancery has ruled that an acquirer and target company’s joint efforts to obtain antitrust approval for a merger did not substitute for, or satisfy, the merger agreement’s requirement to send written...more

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