News & Analysis as of

Contract Interpretation Contract Disputes Delaware

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Upholds Removal of Designated Director Following Amendment to Stockholders Agreement

On August 8, 2025 in Kim, et al. v. FemtoMetrix, Inc., the Delaware Court of Chancery permitted the amendment of a stockholders agreement without the consent of an adversely impacted investor, even though both the intent and...more

Kennedys

Delaware Supreme Court delivers split decision to insurers in 3M coverage row

Kennedys on

The Delaware Supreme Court’s 3-2 Aearo Technologies LLC Insurance Appeals decision on August 12, 2025 affirmed a lower court ruling that payment of defense costs by a non-insured did not count toward the insured’s...more

Morris James LLP

Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

Morris James LLP on

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

Morris James LLP

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

Morris James LLP on

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

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

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