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Contract Disputes Delaware

Troutman Pepper Locke

Delaware Court of Chancery Invalidates Noncompete Provision Found in Typical Sponsor Equity Documents

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In Weil Holdings II, LLC, v. Jeffrey Alexander, DPM, the Delaware Court of Chancery struck down a noncompete provision contained in the LLC agreement of a sponsor-backed portfolio company, finding the provision unreasonable...more

A&O Shearman

Delaware Chancery Court Grants Partial Judgment On Post-Acquisition Earnout Payments, Finding They Were Not Conditioned On...

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On July 31, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted partial judgment on the pleadings on a breach of contract counterclaim asserted by defendant, the former majority owner of two...more

Clark Hill PLC

California Supreme Court strengthens forum selection clause enforcement

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The California Supreme Court’s July 21 decision in EpicentRx, Inc. v. Superior Court resolves a longstanding uncertainty around enforcement of forum selection clauses under California law, holding that the absence of jury...more

Cadwalader, Wickersham & Taft LLP

Delaware Reaffirms the Limits of Conditions Precedent to an Indemnification Claim in M&A Disputes

The Delaware Supreme Court recently reversed and remanded the decision of the Chancery Court in Thompson Street Capital Partners IV, L.P. v. Sonova Unites States Hearing Instruments, LLC and provided a new framework to assess...more

Morris James LLP

Chancery Upholds Expulsion of LLC Investor, Awards Fees and Expenses Caused by Breach

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PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more

Falcon Rappaport & Berkman LLP

Delaware Chancery Court Narrows the Path for Enforceable Non-Competes: Lessons from North American Fire and Payscale

A notable trend has emerged in Delaware with respect to the enforceability of non-competes – while once considered a management-friendly jurisdiction, two recent decisions demonstrate a marked shift towards a closer scrutiny...more

Ropes & Gray LLP

Dealmaker's Digest: A Top 10 Bulletin - June 2025

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In Dealmaker’s Digest, read the top 10 latest developments in global transactions. We offer insights into M&A activity across industries and borders. Global M&A activity was mixed in May: aggregate deal value jumped nearly...more

Mayer Brown

Delaware Law Alert: Conditions Precedent Under the Microscope—Key Lessons for M&A Agreements

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In Thompson Street Capital Partners IV, L.P. v. Sonova United States Hearing Instruments, LLC,1 the Delaware Supreme Court recently adopted a complex framework for determining when noncompliance or partial compliance with a...more

A&O Shearman

Delaware Chancery Vacates Accounting Expert Determinations That Implicated Legal Indemnity Claims

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On June 3, 2025, Vice Chancellor Lori W. Will of the Delaware Court of Chancery granted in part and denied in part respective cross-motions for summary judgment in a dispute between a Bitcoin mining company (the “Buyer”) and...more

Morris James LLP

Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

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Terrell v. Kiromic Biopharma, Inc., No. 131, 2024 (Del. Jan. 21, 2025) - In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of...more

Mayer Brown

Delaware Law Alert: Court of Chancery Orders Specific Performance in Acquisition of a Company Approaching Insolvency

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On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...more

Troutman Pepper Locke

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

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In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more

Morris James LLP

Chancery Rejects Attempt to Disguise Breach of Fiduciary Duty Claim Where LLC Agreement Waived All Traditional Fiduciary Duties

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Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more

Morris James LLP

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

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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

Patton Sullivan Brodehl LLP

You Come at the LLC Manager, You Best Not Miss

In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Enforces Specific Performance and Forces Merger to Close

A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more

Morris James LLP

Chancery Allows a Claim for Contract Reformation to Proceed Based on Alleged Mutual Mistake

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Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) - In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled...more

Paul Hastings LLP

A Victory for Deal Certainty: Reasonable Best Efforts Covenants Should be Taken Seriously

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The recent decision of the Delaware Court of Chancery in Desktop Metal, Inc. v. Nano Dimension Ltd. and Nano USI I, Inc. provides valuable lessons for both sellers and buyers on deal certainty and reasonable best efforts...more

Morris James LLP

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

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Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Morris, Manning & Martin, LLP

Delaware Law Update: A Contractual Right to Terminate will be enforced by Delaware Courts

In the context of a contract with hundreds of pages and multiple schedules, exhibits, appendices, and annexes, contractual language can be difficult to reconcile. Multiple provisions can appear to address a certain situation....more

Foley & Lardner LLP

Complying With Recent Guidance From Delaware Courts Regarding Enforcement of Noncompetes

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In line with the national trend making noncompetes more difficult to enforce, a number of Delaware courts have recently refused to “blue pencil” overbroad noncompetition agreements and have stricken them in their entirety. As...more

Troutman Pepper Locke

Contracting Around Extrinsic Evidence in Delaware

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In Texas Pacific Land Corp. v. Horizon Kinetics, LLC, et al., the Delaware Court of Chancery enforced a “no drafting history clause” that restricted the court’s ability to consider “the events of drafting or preparation” to...more

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