AB STABLE VIII LLC, Plaintiff Below, Appellant, v. MAPS HOTELS AND RESORTS ONE LLC, MIRAE ASSET CAPITAL CO., LTD., MIRAE ASSET SECURITIES CO., LTD., MIRAE ASSET GLOBAL INVESTMENTS, CO., LTD., and MIRAE ASSET LIFE INSURANCE CO., LTD., Defendants Below, Appellees., 268 A.3d 198


Summary

HOLDINGS: [1]-Seller agreed to a covenant that required it to operate its hotels in the ordinary course of business consistent with past practice, and the chancery court found that the seller took drastic actions that were not consistent with its own past responses. Its actions might have been reasonable in response to a world-wide pandemic, but they were inconsistent with past practice and far from ordinary. The seller could have timely sought the buyer's approval before making drastic changes to its hotel operations, approval which could not be unreasonably withheld, and having failed to do so, the seller breached the ordinary course covenant and excused the buyer from closing.