Samuel Bashman on Breach of Contract

Court of Chancery Finds in Favor of Defendants on All Remaining Claims After Remand

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more

3/21/2025 / Appeals , Breach of Contract , Business Litigation , Corporate Governance , DE Supreme Court , Disclosure Requirements , Fiduciary Duty , Limited Partnership Agreements

Chancery Declines to Exercise Equitable Jurisdiction in a Contract Action to Compel the Release of Funds Held in Escrow

In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) - This case dealt with the voluntary assignment for the benefit of creditors under 10 Del. C. § 7381, et seq....more

7/2/2024 / Breach of Contract , Declaratory Judgments , Fiduciary Duty , Purchase Agreement

Chancery Excuses Condition in Stockholder Agreement When Company Caused its Non-Occurrence

Chordia v. Lee, C.A. No. 2023-0382-NAC (Del. Ch. Jan. 4, 2024) - In this case, as part of a sale of a majority interest, a stockholder agreement granted the founders the ability to designate members to the board of...more

4/26/2024 / Breach of Contract , Fiduciary Duty , Shareholder Activism , Shareholders

Plaintiffs Adequately Pled Unjust Enrichment for Materially Deficient Disclosures

Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co. Inc., C.A. No. 9250-VCG (Del. Ch. Dec. 29, 2023) - To state a claim for unjust enrichment, a plaintiff must adequately plead: (1) an enrichment; (2) an...more

3/20/2024 / Breach of Contract , Breach of Duty , Contract Terms , Fiduciary Duty , Implied Contract , Unjust Enrichment

Chancery Denies Specific Performance in De-SPAC Transaction Based on Difficulty of Enforcement and Plaintiff’s Inequitable Conduct

26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) - Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more

1/18/2024 / Breach of Contract , Contract Terms , Merger Agreements , Mergers , Shareholders

Chancery Finds Defendants Liable for Fraud Based on the Failure to Disclose Internal Billing Practices

NetApp Inc. v. Cinelli, C.A. No. 2020-1000-LWW (Del. Ch. Aug. 2, 2023) - This decision arose out of the sale of the company Cloud Jumper to NetApp, Inc. The seller’s management had been recording internal software use as...more

1/2/2024 / Breach of Contract , Contract Terms , Fraud , Mergers

Superior Court CCLD Declines to Award Costs for Special Master and Mediator, and Awards only Simple Interest on Judgment in...

LCT Capital, LLC v. NGL Energy Partners LP, C.A. No. N15C-08-109 JJC CCLD (Del. Super. Ct. June 20, 2023) - Under Superior Court Rule 54, costs are allowed as a matter of course to the prevailing party. In this post-trial...more

10/24/2023 / Breach of Contract , Business Litigation , Contract Terms , Quantum Meruit , Unjust Enrichment

Superior Court Finds that Non-Recourse Provision Does Not Bar Fraud Claims Against Non-Seller Defendants

Amerimark Interactive LLC v. Amerimark Holdings, C.A. No. N21C-12-175 MMJ CCLD (Del. Super. Nov. 3, 2022) - This decision discusses and applies numerous rules governing fraud claims under Delaware law....more

12/8/2022 / Breach of Contract , Fraud , Fraudulent Inducement , Misrepresentation

Chancery Resolves Section 225 Dispute and Declines to Invalidate Written Consents

Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) - When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more

8/8/2022 / Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Motion to Dismiss , Shareholders

Chancery Dismisses Implied Covenant Claim For Former Stockholders’ Alleged Improper Demands That Company Take Actions To Achieve...

Pacira Biosciences, Inc. v. Fortis Advisors LLC, C.A. No. 2020-0694-PAF (Del. Ch. Oct. 25, 2021) - There generally cannot be a claim under the implied covenant of good faith and fair dealing for conduct that is addressed...more

1/7/2022 / Breach of Contract , Breach of Duty , Fiduciary Duty , Merger Agreements , Mergers , Shareholders

Implied Covenant of Good Faith and Fair Dealing Saves Employee’s Claim for Improper Termination Under Company’s LLC Agreement

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

6/7/2021 / Breach of Contract , Breach of Duty , Covenant of Good Faith and Fair Dealing , Fiduciary Duty , Implied Covenants , Limited Liability Company (LLC) , LLC Agreements

Chancery Dismisses Derivative Breach of Contract Claim Against Directors for Alleged Violations of Certificate of Incorporation

Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021) - A corporate charter represents a contractual agreement between the corporation and its stockholders. In Lacey, the Court of Chancery addressed...more

3/31/2021 / Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Motion to Dismiss

Samuel Bashman

Morris James LLP

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