Posts tagged Breach of Contract

Court Of Chancery Explains How To Interpret A Contract

Hartley v. Consolidated Glass Holdings Inc., C.A. 9360-VCN (September 30, 2015)

This is a great case for an explanation of how a court should go about interpreting an ambiguous contract. It explains how extrinsic evidence is used and the role of the good faith negotiator principle.

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Delaware Superior Court Clarifies Breach Of Implied Covenant Claims

Charlotte Broadcasting LLC v. Davis Broadcasting of Atlanta LLC,  C.A. 13C-04-143-WCC (June 10, 2015)

This is an interesting decision because of its comments on when the implied duty to act fairly and in good faith may be asserted as a separate claim even when a claim based on the contract between the parties has not been breached under the contract’s literal terms. More ›

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Delaware Superior Court Explains Fraudulent Inducement Claims

ITW Global Investments Inc. v. American International Partners Capital Fund IV, L.P., C.A. No. 14C-10-236 JRJ (June 24, 2015)

This decision explains several important aspects of Delaware law. First, a claim for fraud cannot overlap with a breach of contract claim or it will be dismissed. More ›

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Delaware Superior Court Addressed Limitations On Damages Clause

Delphi Petroleum  v. Magellan Terminals Holdings L.P., C.A. No. 12C-02-302 FWW ( June 23, 2015)

This decision explains when a limitations on damages clause may not be
enforceable, such as when the claim is for fraud. As the Court noted, bad faith
conduct may also be outside the protection of such a clause.

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Court Of Chancery Again Limits Covenant Claims

Akzo Nobel Coatings Inc. v. The Dow Chemical Company, C.A. No. 8666-VCP (June 5, 2015)

This is yet another decision declining to uphold a claim based on the covenant  to deal in good faith and fairly. More ›

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CCLD Explains The Borrowing Statute And Duplicative Claim Preclusion

Furnari v. Wallpang Inc.,  C.A. 13C-04-287 JRJ CCLD (Del. Super. April 16, 2014)

Delaware has a statue that requires a court to "borrow" the statue of limitations of another jurisdiction when a plaintiff seeks to avoid a limitations problem elsewhere by suing in Delaware. This decision explains when that statute will apply.  The decision is also helpful in explaining when duplicative claims cannot be brought. That usually is the case when a plaintiff tries to expand a breach of contract action into a tort claim, for example.

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Court Of Chanery Explains Damages Calculation For Consent Breach

Fletcher International Ltd. v. ION Geophysical Corporation, C.A. 5109-CS (December 4, 2013)

What are the damages when a party's right to consent to a transaction is violated?  There is no easy answer to that question that involves predicting what might have been won in fair negotiations for that consent.  Nonetheless, here the Court explains how it determines what are the reasonable expectations of the non-breaching party.

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Federal Court Clarifies Duty To Negotiate

Osco Motors Company, LLC v. Marine Acquisition Corp., No. 13-868-RGA-MPT (D. Del. December 2, 2013)

The duty to negotiate in good faith is now well recognized in Delaware under SIGA Acquisition Inc. v. PharmAthene Inc., 67 A.3d 330 (Del. 2013).  However, what is less clear is when exactly does that duty arise. This decision explains when the duty is created and distinguishes Delaware from New York law in that respect.

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Court Of Chancery Upholds Survival Claim Limits

ENI Holdings LLC v. KBR Group Holdings LLC, C.A. 8075-VCG (November 27, 2013)

This is another decision holding that a contractual limit on when a claim "survives" is actually a limitation on when such a claim may be filed in court based on a breach of contract.  In short, survival clauses may shorten the statute of limitations.

The decision is also helpful in explaining that there is no requirement that the claim actually be known for it to expire and how to plead any of the several tolling doctrines that might apply to save such a claim.

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Court Of Chancery Reviews Theories Of Liability Under Sale Agreement

Osram Sylvania Inc. v. Townsend Ventures LLC,  C.A. 8123-VCP (November 19, 2013)

A buyer of a business may not get what he was told to expect. This decision is a good review of the legal theories available to recover under those circumstances.

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Supreme Court Upholds Its Pleading Standard

Winshall v.Viacom International Inc., No. 39, 2013 (October 7, 2013, corrected October 8, 2013)

This decision is particularly interesting for its affirmance in the face of questions from the Court of Chancery that the Delaware pleading standard is "reasonably conceivable" and not the federal "plausible" test of whether a pleading alleges facts sufficient to state a claim.

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Superior Court Explains Mutual Mistake Law

Newport Disc Inc. v. Newport Electronics Inc.,  C.A. N12C-10-228 MMJ CCLD (October 7, 2013)

This is an action where the defendant tried to avoid its contractual obligations by asserting a mutual mistake led to the wrong language in the contract. The Court rejected that argument for want of clear proof of a mutual mistake.  This illustrates the all-too-human tendency to feel that the wrong result must be a "mistake."  The Court just is not going to buy that cop out.

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Superior Court Explains Non-Reliance Law

Alltrista Plastics LLC. v. Rockline Industries, Inc., C.A. N 12C-09-094 JTV (September 4, 2013)

This is an excellent summary of what language is needed to prevent a claim based on reliance on representations outside the terms of the actual contract.  The language must clearly refer to the intention of the parties to bar such claims.

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Supreme Court Limits Laches Defense

Levey v. Brownstone Asset Management L.P., No. 551, 2012 (August 27, 2013)

When does laches apply to a claim filed in the Court of Chancery?  Generally that Court follows the statute of limitations that would have applied in the law court, the Delaware Superior Court.  However, the time to file suit may be extended in "unusual conditions or extraordinary circumstances," under IAC/InterActive Corp. v. O'Brien, 26 A.3d 174 (Del. 2011). This decision explains when those circumstances exist.

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Superior Court Explains Damage Limitation Clauses

RHA Construction Inc. v. Scott Engineering Inc., C.A. N11C-03-013 JRJ CCLD (July 24, 2013)

When is a limitation on a damages clause enforceable?  This decision explains Delaware law on that issue, particularly when the actual damages are too difficult to predict and the limitation is reasonable.

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