top of page
  • Paul Peter Nicolai

Terminating Agreement Snuffed Breach of Contract Claim

Updated: May 10, 2022

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

Over the last two decades, over two-thirds of the states have passed laws authorizing the use of marijuana for medical purposes by persons with debilitating conditions. Over one-third of the states ha

A plaintiff withheld an email saying the attorney-client privilege protected it. The plaintiff’s CEO received the email from the company’s in-house counsel. The CEO forwarded the email to a hotel fron

A court of appeals affirmed the district court’s ruling by concluding that emails were judicial records to which the common law right of access to judicial proceedings was attached. Since the public’s

bottom of page