Delaware Business Litigation Report

Court Of Chancery Favors Plain Language In Earn-Out Dispute And Declines To Imply Contractual Terms

Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017)

With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its bargain. This implied obligation plays a limited role, however, and does not trump the contract’s plain terms. This decision addresses this principle in an earn-out dispute surrounding terms about profits and taxes.

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