AIRBORNE HEALTH, INC. and WEIL, GOTSHAL & MANGES LLP, Plaintiffs, v. SQUID SOAP, LP, Defendant., 984 A.2d 126

Summary

The partnership agreed to sell its assets for $ 1 million in cash plus the potential for earn-out payments of up to $ 26.5 million if certain targets were achieved. The APA required that the corporation return the assets to the partnership if certain business targets were not met. The corporation suffered significant reverses and settled several lawsuits unrelated to the APA. The partnership refused the corporation's attempts to return the assets. The APA did not detail any specific commitments regarding the level of resources the corporation would devote to the product. Likewise, the APA did not have any detailed representations or promises by the corporation regarding its brand image and reputation or its ability to market the product. The partnership could have asked for more specific representations but it did not. The implied covenant of good faith and fair dealing could not rewrite the APA. The partnership's counterclaim for fraud on extra-contractual misrepresentations were ...