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Martin Marietta Materials, Inc. v. Vulcan Materials Co. - 68 A.3d 1208 (Del. 2012)

Rule:

Contractual stipulations as to irreparable harm alone suffice to establish that element for the purpose of issuing injunctive relief.

Facts:

A large manufacturer that was engaged in merger negotiations brought litigation against its competitor, who was the other party in the negotiations. The competitor filed counterclaims and an injunction against the manufacturer. The Court of Chancery enjoined the manufacturer, for a four month period, from continuing to prosecute its pending exchange offer and proxy contest to acquire control of the competitor. The court found the manufacturer had violated two contracts between the parties: a nondisclosure letter agreement and a common interest, joint defense and confidentiality agreement. Pursuant to the agreement, the competitor had provided the manufacturer with nonpublic information, which the latter used and disclosed in preparing its exchange offer and proxy contest for a hostile takeover, seeking to oust some of the competitor's board members.  The manufacturer appealed the decision.

Issue:

Was the grant of injunctive relief valid?

Answer:

Yes

Conclusion:

The Court affirmed the decision of the Court of Chancery, agreeing that the unambiguous agreements were true confidentially agreements, not standstill agreements. The injunction properly precluded the manufacturer from using and disclosing such confidential, nonpublic information, except insofar as the agreements themselves permitted. The claims involving judicial interpretation of a contract presented questions of law, thus the Court applied de novo review. For the claim challenging the grant of injunctive relief, the Court reviewed for abuse of discretion.

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