The High Court rejects various claims that the sports car manufacturer breached express and implied duties of good faith. This dispute between Aston Martin and AMMENA, its distributor in the MENA region, began when...more
When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more
On a great many occasions, I’ve seen the two causes of action in the title, Unjust Enrichment and Quantum Meruit, spoken in the same breath, as if they are either one in the same or so closely related that they are...more
A federal district court denied a pizza franchisor’s motion to dismiss a former franchisee’s complaint, finding the former franchisee sufficiently pleaded the franchisor coerced the franchisee into signing a general release....more
Am. Healthcare Admin. Services Inc. v. Aizen, C.A. No. 2019-0793-JTL (Del. Ch. Nov. 18, 2022) - Parties to acquisition agreements often have discretion concerning when to instruct an escrow agent to distribute funds...more
The United States District Court of New Jersey recently granted default judgment to Defendant Slack Technologies (“Defendant”) for its breach of contract counterclaim against Plaintiff Gino D’Ottavio (“Plaintiff”), who...more
A federal court in Wisconsin ruled that Dairy Queen did not breach a 1952 franchise agreement with a franchisee by requiring a prospective buyer of the franchise to sign an updated franchise agreement. Dairy Queen and a...more
A Tim Hortons franchisee sued the franchisor for breach of six franchise agreements and an area development agreement. Tim Hortons counterclaimed for breach of contract based on failure by the franchisee to meet the...more
Under Delaware law, the implied covenant of good faith and fair dealing attaches to every contract by operation of law and is best understood as an implied term. The purpose of the doctrine is to ensure that parties deal...more
Fortis Advisors LLC v. Johnson & Johnson, C.A. No. 2020-0881-LLW(Del. Ch. Dec. 13, 2021) - Delaware public policy respects freedom of contract, but it is also intolerant of fraud. These dueling policy aims are often pitted...more
The South Carolina Supreme Court issued two decisions late in 2021 that may impact employers’ and co-workers’ potential liability in litigation arising from an employee’s discharge....more
Delaware’s Superior Court recently held that commission-agreement parties stated a claim for breach of the implied good faith and fair dealing covenant when they alleged their counter-party acted “to destroy promising...more
The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more
It’s not often that a lawsuit in the Commercial Division between sophisticated parties to an arm’s-length business transaction warrants a blistering rebuke of the parties by the Court....more
Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more
In its recent decision in Yatra Online, Inc. v. Ebix, Inc., Case No. 2020-0444-JRS, 2021 WL 3855514 (Del. Ch. Aug. 30, 2021) (Slights, V.C.), the Delaware Court of Chancery dismissed plaintiff’s breach of contract and other...more
CIBC Bank USA v. JH Portfolio Debt Equities, LLC, C.A. No. N18C-07-130 EMD CCLD (Del. Super. June 2, 2021) - Plaintiff CIBC Bank USA (“CIBC”) entered into a credit agreement with a group of borrowers to provide them with a...more
On competing motions for a temporary restraining order (“TRO”) by ReBath – a nationwide bathroom remodeling franchisor, and its terminated franchisee, ReBath prevailed in restraining the ex-franchisee’s further operations. A...more
Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) - The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more
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
During an interview with Bloomberg TV on March 6th, Lawrence Summers, former Secretary of the U.S. Treasury, observed: “Economic time has stopped but financial time has not stopped.” An incisive summary as any of the current...more
WHILE THERE REMAINS NO BAD FAITH CAUSE OF ACTION IN NEW YORK, A RECENT APPELLATE DIVISION CASE OUT OF THE FIRST DEPARTMENT MAKES PLAIN THAT AN INSURED NEED NOT MEET A HEIGHTENED PLEADING STANDARD WITH RESPECT TO CONSEQUENTIAL...more
Julius v. Accurus Aerospace Corp., C.A. No. 2017-0632-MTZ (Del. Ch. Oct. 31, 2019). This case serves as a cautionary tale when sellers’ representations in a purchase agreement fail to fully protect against the business...more
DRIT LP v. Glaxo Grp. Ltd., C.A. No. N16C-07-218 WCC CCLD (Del. Super. Oct. 17, 2019). This decision demonstrates the rare case where a breach of the implied covenant of good faith and fair dealing survived a legal...more
On October 29, 2019, the Utah Supreme Court issued a rare decision reversing the Utah Court of Appeals. At issue was whether an at-will salesperson who had completed six contracts for sale of television services, and who was...more