N. Am. Fire Ultimate Holdings, LP v. Doorly, C.A. No. 2024-0023-KSJM (Del. Ch. Mar. 7, 2025) -
A contract requires consideration to be enforceable. In this case, the Court of Chancery held restrictive covenants were...more
AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) -
In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more
7/21/2025
/ Breach of Contract ,
Buyers ,
Contract Terms ,
Corporate Governance ,
Delaware ,
Liability ,
Limited Partnership Agreements ,
Limited Partnerships ,
Motion to Dismiss ,
Partnerships ,
Sellers
Partners Vincent Cannizzaro and Barnaby Grzaslewicz recently presented Recent Developments in Delaware Restrictive Covenant Case Law: The Alternative Entity Creep, providing key insights into how Delaware’s courts are...more
Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum...more
Energy Transfer LP v. The Williams Companies, Inc., No. 391, 2022 (Del. Oct. 10, 2023) -
Busted-deal litigation is commonplace in Delaware and often requires Delaware courts to interpret provisions in merger agreements...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
While parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable. However, as the Court of Chancery held in...more
Snow Phipps Grp., LLC v. KCake Acquisition, Inc., 2020-0282-KSJM (Del. Ch. Apr. 30, 2021) -
In Snow Phipps, the Court of Chancery refused to allow a private equity buyer with pandemic-related cold feet to back out of its...more