But Did the Lawyers
Say You Could Close?
Earlier this fall, a Delaware
court considered whether certain agreements, signed and delivered amongst the
parties, were truly effective to memorialize a deal. In this instance, it was
determined that because the documents were incomplete, no valid agreement came
into place. In furtherance thereof, in that the court had jurisdiction over one
of the parties only pursuant to a consent set forth in one of those
unenforceable agreements, it lacked jurisdiction to fully adjudicate the merits.
Eagle
Force Holdings, LLC v Campbell, Mem. Opinion, C.A. No. 10803-VCMR, 2017 WL
3833210 (Del. Ch. Sept. 1, 2017).
This decision has been reviewed
by Peter Mahler in his blog New York Business Divorce in a posting
titled Don't Let the Deal Get Ahead of
the Documents (Sept. 18, 2017). HERE is a link to that posting.
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