green
Positive treatment
Hot · 51 in 5y
Issue: efforts clauseDE ↗
Issue: prevention doctrineDE ↗
Issue: contractual standardDE ↗
Issue: party subject clauseDE ↗
Quoted verbatim 6×
59.7 score
G Cite
cited 4× by 4 distinct cases · 2 courts ·
…once a breach of a covenant is established, the burden is on the breaching party to show that the breach did not contribute materially
at p. 273
⚠ not in text
Topic ↗
cited 3× by 3 distinct cases, 2023–2026 ·
…delaware is strongly contractarian, and the presence of a provision in favor of specific performance in case of breach, as the parties contracted for here, must be respected.
⚠ not in text
Treatment trajectory · 2017 → 2026 · click a year to view as-of
2017
2021
2026
Top citers, strongest first. 50 distinct citers.
How cited ↗
examined
Cited as authority (verbatim quote)
Ashish Chordia v. Edward Lee
(5×)
also: Cited as authority (rule), Cited "see, e.g."
once a breach of a covenant is established, the burden is on the breaching party to show that the breach did not materially contribute to the failure of the transaction.
discussed
Cited as authority (verbatim quote)
ITG Brands, Inc. v. Reynolds American, Inc.
reasonable best efforts" covenants impose "an affirmative obligation" to "take all reasonable steps to solve problems and consummate the contemplated transaction
discussed
Cited as authority (quoted)
Thompson Street Capital Partners IV, L.P., in its Capacity as Members' Representative v. Sonova United States Hearing Instruments, LLC
williams ii
discussed
Cited as authority (quoted)
Dr. Ashwin Reddy & 2nd Chance Treatment Centers LLC
delaware is strongly contractarian, and the presence of a provision in favor of specific performance in case of breach, as the parties contracted for here, must be respected.
discussed
Cited as authority (quoted)
Trevor White v. Teresa Russell and Charles Grisdale
delaware is strongly contractarian, and the presence of a provision in favor of specific performance in case of breach, as the parties contracted for here, must be respected.
discussed
Cited as authority (quoted)
Aveanna Healthcare, LLC v. Epic/Freedom, LLC
(2×)
also: Cited "see, e.g."
williams ii
cited
Cited as authority (rule)
Timothy H. Meyers v. Zimmer Biomet Holdings, Inc. and Embody, Inc.
Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017); see, e.g., Fortis Advisors LLC v. Johnson & Johnson, 2024 WL 4048060 , at *24 (Del.
discussed
Cited as authority (rule)
Monica v. Delta Data Software, Inc.
Aug. 31, 2020) (citing Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017); WaveDivision, 2010 WL 3706624 , at *14-15), aff’d, 251 A.3d 1015 (Del. 2021) (TABLE). 97 WaveDivision, 2010 WL 3706624 , at *14 (quoting Restatement (Second) of Contracts § 245 (Am.
discussed
Cited as authority (rule)
Cornelius T. Walker, Jr. v. FRP Investors GP, LLC
Co., 209 A.2d 902 , 903–04 (Del. 1965)). 241 Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 275 (Del. 2017) (quoting Waggoner v. Laster, 581 A.2d 1127, 1136 (Del. 1990)). 44 The party asserting the defense of estoppel bears the burden of proving the defense by a preponderance of the evidence. 242 GP contends Walker is “estopped from criticizing [GP]’s valuation methodology based upon his repeated affirmations of the methodology.”243 GP cites the fact that as CFO, “Walker was routinely asked to present to investors many details concerning the valuations performed b…
cited
Cited as authority (rule)
Desktop Metal, Inc. v. Nano Dimension LTD
A party cannot go “looking for a way out of its deal.”293 291 Williams Cos. v. Energy Transfer, 159 A.3d 264, 272 (Del. 2017). 292 In re Anthem-Cigna Merger Litig., 2020 WL 5106556 , at *92 (Del.
discussed
Cited as authority (rule)
Werking v. Board of Adjustments
Co., 209 A.2d 902 , 903–04 (Del. 1965)). 24 Id. (citing Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 275 (Del. 2017)). 25 Miller v. Bd. of Adjustment of Dewey Beach, 521 A.2d 642, 646 (Del.
discussed
Cited as authority (rule)
Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc.
This Court considered similar provisions in Himawan v. Cephalon, Inc.584 There, the buyer had complete discretion over drug development, subject to the requirement that the buyer use “commercially reasonable efforts to develop and commercialize . . . [the drug] so as to achieve” milestone events, which would trigger earnout payments.585 The parties defined commercially reasonable efforts as “the exercise of such efforts and commitment of such resources by a company with substantially the same resources and expertise as [the buyer], with due regard to the nature of efforts and cost requir…
discussed
Cited as authority (rule)
Fortis Advisors LLC v. Johnson & Johnson
Alternatively, the parties can set an inward facing definition, which applies the 350 See Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017) (holding that “commercially reasonable efforts” and “reasonable best efforts” both “impose obligations to take all reasonable steps to solve problems and consummate the transaction”); Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 , at *87 (Del.
discussed
Cited as authority (rule)
Zenith Energy Terminals Joliet Holdings LLC v. CenterPoint Properties Trust
There was a train steaming failure on March 8, 2016.215 On March 28, 2016, Mr. Didier identified continuing problems with steam levels while unloading railcars.216 E-mail correspondence among Wilson, Ragnar, CenterPoint and Zenith indicates that, as of March 30, 2016, Wilson was addressing design issues and coming up with new recommendations.217 Under Delaware law, “reasonable best efforts” means a party is “obligat[ed] to take all reasonable steps to solve problems and consummate the transaction.”218 However, “it cannot mean everything possible under the sun.”219 In the context of…
discussed
Cited as authority (rule)
BitGo Holdings, Inc. v. Galaxy Digital Holdings Ltd.
Galaxy thus concludes that the court considered but rejected the prevention doctrine, because “BitGo failed to demonstrate that any action or inaction by Galaxy contributed at all, 112 See App. to Opening Br. at A75–77, A208–12. 113 Opening Br. at 46. 114 Reply Br. at 25 (emphasis in original) (citing Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017)). 115 Opening Br. at 44 (citing Murphy Marine Servs. of Del. v. GT USA Wilm., LLC, 2022 WL 4296495 , at *13 (Del.
discussed
Cited as authority (rule)
Jeff Himawan v. Cephalon, Inc.
No. 194 (citing Himawan, 2018 WL 6822708 , at *6) (“PL PT OB”). 127 Post Trial Oral Arg. 53:16–54:5. 128 PL PT OB 43 (quoting Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017); Menn v. ConMed Corp., 2022 WL 2387802 , at *34–35 (Del.
discussed
Cited as authority (rule)
Energy Transfer, LP v. The Williams Companies, Inc.
Specifically, Williams argued that the Preferred Offering had resulted in inaccuracies in ETE’s representation that 59 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 267 (Del. 2017). 60 Id. at 273 . 61 See App. to Opening Br. at A474 (Merger Agreement § 5.06(f)). 21 its capital structure was composed of three equity classes as well as breaches of its Ordinary Course Covenant and Interim Operating Covenants.
discussed
Cited as authority (rule)
Zenith Energy Terminals Joliet Holdings LLC v. CenterPoint Properties Trust
J. at 25-26. 151 Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017) (citing Hexion Specialty Chems., Inc. v. Huntsman Corp, 965 A.2d 715, 755-56 (Del.
discussed
Cited as authority (rule)
Richard Delman v. GigAquisitions3, LLC
Ch. 2002) (“For the equitable tort, the court evaluates the question of breach through the lens of one of several possible standards of review.”); Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 275-76 (Del. 2017) (Strine, C.J., dissenting) (“[T]he lens that a judge uses”—i.e., the “burden of proof” and “standard of review”—are “supposed to influence how [s]he assesses the evidence before h[er].”). 136 Solomon v. Armstrong, 747 A.2d 1098, 1111 (Del.
discussed
Cited as authority (rule)
Ocean Bay Mart, Inc. v. The City of Rehoboth Beach Delaware
Co., 209 A.2d 902 , 903–04 (Del. 1965). 72 Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 275 (Del. 2017) (quoting Waggoner v. Laster, 581 A.2d 1127, 1136 (Del. 1990)). 30 The Superior Court has recognized, and we agree, that “[t]he doctrines of equitable estoppel and vested rights, although theoretically distinct, are often applied interchangeably by courts throughout the country to reach the same results in similar factual situations.”73 As discussed in detail above, Ocean Bay has not made a showing of reasonable, good faith reliance on statements made by government…
cited
Cited as authority (rule)
The Williams Companies, Inc. v. Energy Transfer LP
Ex. 3, at 43:12–46:18. 14 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 266 (Del. 2017). 15 Yoch Opp.
discussed
Cited as authority (rule)
Pavel Menn v. Conmed Corporation
This decision does not reach this issue because Plaintiff failed to prove that Defendants breached an unqualified version of their efforts obligation. 413 Akorn, 2018 WL 4719347 , *86 (holding that “reasonable best efforts” and “commercially reasonable efforts” obligations recognize that “a party’s ability to perform its obligations depends on others or may be hindered by events beyond the party’s control”). 414 Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017) (citing Hexion Specialty Chems., Inc. v. Huntsman Corp., 965 A.2d 715 , 755–56 (Del…
cited
Cited as authority (rule)
Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP
This is sort of baked into our professional rules.” Williams Cos., 159 A.3d at 280 (Strine, CJ., dissenting).
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. Hart
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. McClelland
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. Hart
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. Hart
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. Hart
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. McClelland
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. Aghababian
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
F-Squared Investment Management, LLC - Adversary Proceeding
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. McClelland
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. McClelland Irrevocable Grantor Trust
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Craig Jalbert, in his Capacity as Trustee for F2 L v. McClelland
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
F-Squared Investment Management, LLC - Adversary Proceeding
Oct, 1, 2018), afd, 198 A.3d 724 (Del. 2018). $1 Td. 82 See id. at *87 (observing little support in case law for distinguishing levels of efforts clauses, and that the Delaware Supreme Court has treated efforts clauses with varying language identically). 83 Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017). 19 defendant could have done more to obtain the tax opinion.** The merger agreement context may not translate one-to-one with the operating agreement context here, but it is nonetheless clear that “reasonable efforts” amounts to more than discretion…
discussed
Cited as authority (rule)
Snow Phipps Group, LLC v. KCake Acquisition, Inc.
(2×)
also: Cited "see, e.g."
Efforts clauses generally replace “the rule of strict liability for contractual non-performance that otherwise governs” 494 with “obligations to take all reasonable steps to solve problems and consummate the” obligation. 495 When assessing whether a party has breached an efforts clause in a transaction agreement, “this court has looked to whether the party subject to the clause (i) had reasonable grounds to take the action it did and (ii) sought to address problems with its counterparty.” 496 This 493 SPA § 6.15(a). 494 Akorn, 2018 WL 4719347 , at *86 (holding that “reasonable b…
discussed
Cited as authority (rule)
In re WeWork Litigation
Specifically, Section 8.03(a) of the MTA states, in relevant part: The Company, SBG, [Vision Fund], [and Neumann] shall . . . use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary, proper or advisable . . . to consummate and make effective as reasonably promptly as reasonably practicable after the date hereof . . . the Transactions. . . .100 The MTA defines the term “Transactions” to include the Tender Offer.101 Similarly, Section 8.12 required t…
discussed
Cited as authority (rule)
AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC
(2×)
The “contributed materially” standard is a common law rule, and parties “can by agreement vary the rules” as long as the replacement “is not invalid for unconscionability 197 See Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017); WaveDivision, 2010 WL 3706624 , at *14–15. 118 or on other grounds.” Restatement, supra, § 346 cmt. a (citation omitted).
discussed
Cited as authority (rule)
In re WeWork Litigation
Apr. 27, 2009). 77 See Vision Fund Opening Br. 22-31. 17 the other Parties in doing, all things necessary, proper or advisable to cause each of . . . the Tender Offer Commencement Conditions to be satisfied as promptly as reasonably practicable after the date hereof, and to consummate and make effective as reasonably promptly as reasonably practicable after the date hereof . . . the Transactions . . . .78 The MTA defines the term “Transactions” to “include the [Equity Financing], the JV Roll-Ups, the Tender Offer, [and] the Debt Financing.”79 Section 8.09 of the MTA similarly required …
examined
Cited as authority (rule)
The Williams Companies, Inc. v. Energy Transfer LP
(3×)
On, June 27, 2016, the Williams stockholders voted in support of the Merger. 64 That same day, Latham sent ETE “an execution version of the tax officer’s certificate to support the [721 Opinion],” and Whitehurst informed Latham, “I have reviewed the revised officer’s certificate and I continue to be unable to sign 59 Id. at *18–19. 60 Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 268 (Del. 2017). 61 Id. at 272 . 62 Id. at 273 . 63 Id. 64 Clark Aff., Ex. 38, at 2. 14 the officer’s certificate as drafted.”65 The day after that, June 28, was the Closing Date. …
discussed
Cited as authority (rule)
Neurvana Medical, LLC v. Balt USA, LLC
Dec. 28, 2018) (collecting cases). 128 See, e.g., Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017) (construing contractual clauses requiring the parties to use undefined “reasonable best efforts” and “commercially reasonable efforts” as placing “an affirmative obligation on the parties to take all reasonable steps” to accomplish contractual objectives); Akorn, 2018 WL 4719347 , at *46, 87 (construing a contractual clause requiring the plaintiff to use undefined “commercially reasonable efforts” as requiring the plaintiff to “‘take all reasonable …
cited
Cited as authority (rule)
Williams Field Services Group, LLC v. Caiman Energy II, LLC
Oct. 1, 2018) (quoting Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 272 (Del. 2017)), aff’d, 198 A.3d 724 (Del. 2018) (TABLE).
discussed
Cited as authority (rule)
Metro Storage International LLC v. Harron
Dec. 7, 2018) (ORDER); id. at *86 (cautioning that party could materially breach contractual covenant even if breach would not be severe enough to excuse performance under common-law principles governing material breach of contract); cf. Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017) (analyzing whether breach of covenant “materially contribute[d] to the failure of [a] closing condition”); Medicalgorithmics S.A. v. AMI Monitoring, Inc., 2016 WL 4401038 , at *24 (Del.
discussed
Cited as authority (rule)
Jeff Himawon v. Cephalon, Inc.
In Williams, for example, the context was obligations in a merger agreement to expend efforts to achieve necessary pre-requisites for closing, specifically “an affirmative obligation on the parties to take all reasonable steps to obtain [a tax] opinion and otherwise complete the transaction.” Williams, 159 A.3d at 273.
discussed
Cited as authority (rule)
In re Oxbow Carbon LLC Unitholder Litigation
This decision refers to this provision as the “Reasonable 600 Efforts Clause.” 601 Id. 602 See Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017). 603 Koch Tr. 1245-46. 604 Id. at 1109-10. 164 Koch and Oxbow Holdings breached the Reasonable Efforts Clause by seeking purposefully to obstruct the Exit Sale.
discussed
Cited as authority (rule)
Composecure, L.L.C. v. CardUX, LLC f/k/a Affluent Card, LLC
Whatever the term commercially reasonable efforts might require in terms of affirmative support for a 395 See EnviroFinance, 113 A.3d at 787 . 396 SA § 4.1. 397 Id. § 6.2(e). 98 counterparty’s efforts, it certainly precludes actively interfering with a counterparty’s efforts.398 In this case, the evidence demonstrates that, after the dispute over the Amazon Sale arose, CompoSecure instructed CardUX not to speak with any Approved Prospects who issued their cards through Chase.399 CompoSecure also refused to provide CardUX with samples for Disney and for industry consultants.400 Logan late…
discussed
Cited as authority (rule)
Composecure, L.L.C. v. CardUX, LLC f/k/a Affluent Card, LLC
Whatever the term commercially reasonable efforts might require in terms of affirmative support for a 395 See EnviroFinance, 113 A.3d at 787 . 396 SA § 4.1. 397 Id. § 6.2(e). 98 counterparty’s efforts, it certainly precludes actively interfering with a counterparty’s efforts.398 In this case, the evidence demonstrates that, after the dispute over the Amazon Sale arose, CompoSecure instructed CardUX not to speak with any Approved Prospects who issued their cards through Chase.399 CompoSecure also refused to provide CardUX with samples for Disney and for industry consultants.400 Logan late…
discussed
Cited as authority (rule)
The Williams Companies, Inc. v. Energy Transfer Equity, L.P.
Defenses & Verified Countercl. (the “Countercl.” or the “Counterclaim Complaint”) ¶¶ 41–45. 5 Id. ¶ 46. 2 of Merger dated September 28, 2015 (the “Merger Agreement” or “Agreement”).6 Under the Merger Agreement, Williams would merge into ETC (the “Merger”) in exchange for ETC stock, $6.05 billion in cash, and certain other rights.7 Post-Merger ownership of ETC would be split, with 19% held by the Partnership and 81% by former Williams stockholders.8 After ETE and Williams signed the Merger Agreement, the energy industry―and particularly the outlook for ETE and William…
discussed
Cited "see"
248 Glenn Cove CP, LLC v. Delva Solutions, LLC
(2×)
See Williams Companies, Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264, 275 (Del. 2017) (acquiror in merger agreement was not equitably estopped from terminating merger agreement because it did not withhold information).
cited
Cited "see"
Balooshi v. GVP Global Corp.
See Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264 , 272–73 (Del. 2017) (approving a “reasonable steps” standard in the efforts clause context).
Retrieving the full opinion text from the archive…
Gary I. STUART, Jr., Below
v.
Oliva STUART, Below
v.
Oliva STUART, Below
No. 470, 2016.
Supreme Court of Delaware.
Mar 22, 2017.
159 A.3d 264
Court Below—Family Court of the State of Delaware, File No. CK15-02155, Petition No. 16-08585
AFFIRMED.