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Breach of Contract › Contract Terms › Delaware General Corporation Law

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

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In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Winthrop & Weinstine, P.A.

Winthrop & Weinstine Team Obtains Jury Trial and Appellate Wins for American Distributor

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This month, our appellate team comprised of Gerry Fornwald, Kyle Kroll, and Cianna Halloran prevailed at the Third Circuit Court of Appeals in obtaining victory for our client, an American distributor. The case involved a...more

Robson & Robson, P.C.

Sellers Beware: Sandbaggers Welcomed In Pennsylvania & Delaware

Robson & Robson, P.C. on

Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...more

Bilzin Sumberg

Delaware Court Upholds “Sandbagging,” But Policy Concerns Linger

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It’s a situation that, at least theoretically, could happen many times every business day, all across the country, given how often businesses choose to have Delaware law apply to their contracts. A party (the seller or...more

Skadden, Arps, Slate, Meagher & Flom LLP

Dieckman and Mesirov Highlight That Differences in Limited Partnership Agreements Impact Aiding-and-Abetting Claims

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Two decisions from the Court of Chancery — Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 20, 2018) and Mesirov v. Enbridge Energy Co., C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) — emphasize a significant...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Holds That Agreement That Specifies Dilution as Remedy for Failure to Make Capital Call Prohibits Plaintiff...

Patterson Belknap Webb & Tyler LLP on

Operating agreements often specify dilution as the remedy for a failure to make a capital contribution. But what if your business partner fails to make a contribution and you’d rather have the capital than an increased...more

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