Delaware Business Litigation Report

Court Of Chancery Explains Need To Prove Real Damages

Leaf Invenergy Company v. Invenergy Wind LLC, C.A. 11830-VCL (April 19, 2018)

This is an important decision because it points out that the breach of a contract does not always mean damages will be awarded. For example, an investor's right to consent to certain transactions or to receive a payment absent that consent does not mean that the failure to get his consent must entitle him to that payment. Rather if the contract does not provide for a measure of damages for its breach, the plaintiff must prove the breach harmed him. Here the transaction in question actually benefitted the plaintiff so that he would have consented to it had he been asked. While the no damages result may seem counterintuitive at first, the result makes sense.

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