LexisNexis® Legal Newsroom
Delaware Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith

SIGA Technologies, Inc. v. PharmAthene, Inc. , Del. Supr., No. 314, 2012 (May 24, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery's...

Delaware Court of Chancery Examines Nuances of Implied Covenant of Good Faith

In re: El Paso Pipeline Partners, L.P. Derivative Litigation , C.A. No. 7141-VCL (Del. Ch. June 12, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Key Issue Addressed : This Delaware Court of Chancery opinion examines in 51-pages the nuances of the implied covenant...

Non-Signatory LLC Members Bound by Operating Agreement

Seaport Village Ltd. v. Seaport Village Operating Company, LLC, et al., C.A. No. 8841-VCL (Del. Ch. Sept. 24, 2014). This decision by the Delaware Court of Chancery highlights a counterintuitive statutory rule. The Delaware LLC Act provides that each LLC member, and the LLC itself, are considered...

Reading Before Signing Is Advisable

It's pretty basic that your clients should read the agreements that they sign before they sign them. Or you should at least explain to your client the key provisions in what they are going to sign, if they are not going to read it. In McMillan v. Unique Places, LLC , 2015 NCBC 4 , decided this...

Delaware Supreme Court’s Latest Iteration of Implied Covenant of Good Faith and Fair Dealing

Nationwide Emerging Managers, LLC v. Northpointe Holdings, LLC, No. 441, 2014 (Del. Supr., Mar. 18, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Supreme Court opinion is notable for at least the following reasons: (i) it provides the latest...

Successor Corporation Not Bound by Agreement of Former Parent Entity

Miramar Police Officers’ Retirement Plan v. Murdoch , C.A. No. 9860-CB (Del. Ch., Apr. 7, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery opinion addresses a dispute over whether a corporation created as part of a spin-off...

NC Business Court Takes on the Oxford Comma

You most likely have heard of the Oxford Comma. It is also referred to as the "serial comma.” If you are not familiar with this literary device, it is a comma placed before the word "and" or another conjunction (like or or nor) in a series of three or more terms. So, here's...

Handshake Agreements: Still a Good Idea?

I’ve seen this many times before: entrepreneurs enter into handshake agreements with others, trying to save on legal fees. Often, the counterparties are contractors, employees, investors, or co-founders. These entrepreneurs are not entirely wrong to do so. Oral agreements are still enforceable...

Interpreting the Right to Specific Performance in a Shareholder Buy-Sell Agreement

I've never thought very hard about the remedy of specific performance. That means ordering a party to a contract to perform its contractual obligations. But the ability of the Court to order specific performance was front and center in the North Carolina Business Court's decision Wednesday...

Delaware Supreme Court Addresses Direct v. Derivative Claim in Contractual Context

NAF Holdings, LLC v. Li & Fung (Trading) Limited , Del. Supr., No. 641, 2014 (Del. June 24, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ] [ Lexis Advance version ]. This Delaware Supreme Court decision held that a party has a direct claim to pursue a breach...

Did It Need to Be in Writing?

Surratt v. Brown , 2015 NCBC 72 , decided last week by the Business Court, involved an oral partnership to open and operate tattoo parlors throughout North Carolina [subscribers can access an enhanced version of this opinion: lexis.com | Lexis Advance ]. Plaintiff and Defendant entered into an partnership...

Delaware Court of Chancery Enforces Covenant Not to Compete

The Chancery opinion in Revolution Retail Systems, LLC v. Sentinel Technologies, Inc. , C.A. No. 10605-VCP (Del. Ch. Oct. 30, 2015), discusses many issues in connection with the breach of contract for the sale of a business [subscribers can access an enhanced version of this opinion: lexis.com | Lexis...