freedom exception in Delaware

2023Parties have a right to enter into good and bad contracts, the law enforces both.”150 Delaware’s embrace of contractarianism extends to the corporate form, where it manifests as the concept of private ordering.151 “Delaware’s corporate statute is widely 147 Libeau v. Fox, 880 A.2d 1049, 1056 (Del. Ch.), aff’d in part, rev’d in part on other grounds, 892 A.2d 1068 (Del. 2006). 148 Id. at 1056-57. 149 State v. Tabasso Homes, 28 A.2d 248, 252 (Del. Gen.

2018We also recognize that freedom of contract is the rule and restraints on this freedom the exception, and to justify this exception unusual circumstances should exist.591 “When parties have ordered their affairs voluntarily through a binding contract, Delaware law is strongly inclined to respect their agreement . . . .”592 “Delaware courts rightly employ the implied covenant sparingly when parties have crafted detailed, complex agreements, lest parties be stuck by judicial error with duties they never voluntarily accepted.”593 591 Libeau v. Fox, 880 A.2d 1049, 1057 (Del.

2023Sessions 1942) (“We also recognize that freedom of contract is the rule and restraints on this freedom the exception, and to justify this exception unusual circumstances should exist.”); see also Nemec v. Shrader, 991 A.2d 1120, 1126 (Del. 2010) (“Parties have a right to enter into good and bad contracts, the law enforces both.”). 57 individuals to freely pursue their profession of choice, on the other. 175 For conventional noncompete and nonsolicit agreements, Delaware courts attempt to balance these interests by enforcing the covenants only to the extent necessary to protect the employer’s l

2023Sessions 1942) (“We also recognize that freedom of contract is the rule and restraints on this freedom the exception, and to justify this exception unusual circumstances should exist.”); see also Nemec v. Shrader, 991 A.2d 1120, 1126 (Del. 2010) (“Parties have a right to enter into good and bad contracts, the law enforces both.”). 57 individuals to freely pursue their profession of choice, on the other. 175 For conventional noncompete and nonsolicit agreements, Delaware courts attempt to balance these interests by enforcing the covenants only to the extent necessary to protect the employer’s l

2026LLC, 891 A.2d 1032, 1061 (Del. Ch. 2006) (“We [] respect the ability of sophisticated businesses . . . to make their own judgments about the risk they should bear and the due diligence they undertake, recognizing that such parties are able to price factors such as limits on liability.”). 113 ev3, Inc. v. Lesh, 114 A.3d 527 , 529, n.3 (Del. 2014) (collecting cases). 114 LKQ, 337 A.3d at 1221 (internal quotation marks omitted). 22 rule and restraints on this freedom the exception[.] 115 Thus, the Independent-Source Principle’s per se prohibition on a contractual forum selection clause that captu

2026LLC, 891 A.2d 1032, 1061 (Del. Ch. 2006) (“We [] respect the ability of sophisticated businesses . . . to make their own judgments about the risk they should bear and the due diligence they undertake, recognizing that such parties are able to price factors such as limits on liability.”). 113 ev3, Inc. v. Lesh, 114 A.3d 527 , 529, n.3 (Del. 2014) (collecting cases). 114 LKQ, 337 A.3d at 1221 (internal quotation marks omitted). 22 rule and restraints on this freedom the exception[.] 115 Thus, the Independent-Source Principle’s per se prohibition on a contractual forum selection clause that captu

2023Parties have a right to enter into good and bad contracts, the law enforces both.”150 Delaware’s embrace of contractarianism extends to the corporate form, where it manifests as the concept of private ordering.151 “Delaware’s corporate statute is widely 147 Libeau v. Fox, 880 A.2d 1049, 1056 (Del. Ch.), aff’d in part, rev’d in part on other grounds, 892 A.2d 1068 (Del. 2006). 148 Id. at 1056-57. 149 State v. Tabasso Homes, 28 A.2d 248, 252 (Del. Gen.

2020Coast PLC, 868 A.2d 840, 850 (Del. Ch. 2005). 44 Sternberg v. Nanticoke Mem’l Hosp., Inc., 62 A.3d 1212, 1218 (Del. 2013) (alterations omitted) (quoting Mahani v. EDIX Media Group, Inc., 935 A.2d 242, 245 (Del. 2007)). 10 be entitled to recover reasonable attorneys’ fees and expenses in addition to any other available remedy. 45 As this Court has recognized, “freedom of contract is the rule and restraints on this freedom the exception. . .” 46 I note that the underlying action here is also a matter of contract: Authentix has sought, at each stage, to interpret and enforce various provisions of

2020Coast PLC, 868 A.2d 840, 850 (Del. Ch. 2005). 44 Sternberg v. Nanticoke Mem’l Hosp., Inc., 62 A.3d 1212, 1218 (Del. 2013) (alterations omitted) (quoting Mahani v. EDIX Media Group, Inc., 935 A.2d 242, 245 (Del. 2007)). 10 be entitled to recover reasonable attorneys’ fees and expenses in addition to any other available remedy. 45 As this Court has recognized, “freedom of contract is the rule and restraints on this freedom the exception. . .” 46 I note that the underlying action here is also a matter of contract: Authentix has sought, at each stage, to interpret and enforce various provisions of

2020Coast PLC, 868 A.2d 840, 850 (Del. Ch. 2005). 44 Sternberg v. Nanticoke Mem’l Hosp., Inc., 62 A.3d 1212, 1218 (Del. 2013) (alterations omitted) (quoting Mahani v. EDIX Media Group, Inc., 935 A.2d 242, 245 (Del. 2007)). 10 be entitled to recover reasonable attorneys’ fees and expenses in addition to any other available remedy. 45 As this Court has recognized, “freedom of contract is the rule and restraints on this freedom the exception. . .” 46 I note that the underlying action here is also a matter of contract: Authentix has sought, at each stage, to interpret and enforce various provisions of