• Paul Peter Nicolai

Terminating Agreement Snuffed Breach of Contract Claim

Updated: May 10

Delaware courts have decided that the plaintiff extinguished its breach of contract claims when it elected to terminate a merger agreement before suing the defendant under the terms of a merger agreement.


The defendant argued the merger agreement’s effect of termination clause barred the breach of contract claims. The provision said in the event of any termination of the agreement, the parties' obligations terminate. There will be no liability on the part of any party with limited exceptions, including damages arising out of any fraud occurring before the termination. The termination decision eliminated any potential liability concerning the obligations arising from the merger agreement.


WHY THIS IS IMPORTANT…Parties to agreements should carefully consider the effects of termination provisions on potential claims before terminating.

Recent Posts

See All

A former employee sued her former employer for trying to enforce a restrictive covenant preventing her from practicing her profession entirely for one year from her date of separation. The court refus

A developer’s request to construct a solar energy system was denied because an access road to the facility through Waltham was a commercial use in a residential zone. Because state law protects solar

The Massachusetts Supreme Court has ruled that their all-risk property insurance policies did not cover business losses sustained by restaurants due to COVID-19. The court said the policies provide th