VINTAGE RODEO PARENT, LLC, a Delaware limited liability company, VINTAGE RODEO ACQUISITION, INC., a Delaware corporation, and VINTAGE CAPITAL MANAGEMENT, LLC, a Delaware limited liability company, Plaintiffs, and B. RILEY FINANCIAL, INC., a Delaware corporation, Intervenor-Plaintiff, v. RENT-A-CENTER, INC., a Delaware corporation, Defendant.RENT-A-CENTER, INC., a Delaware corporation, Counterclaim-Plaintiff, v. VINTAGE RODEO PARENT, LLC, a Delaware limited liability company, and B. RILEY FINANCIAL, INC., a Delaware corporation, Counterclaim-Defendants., 2019 Del. Ch. LEXIS 87

Summary

HOLDINGS: [1]-An acquiring company's (AC) claim that the merging company's (MC) notice of termination of their merger agreement was ineffective lacked merit, as the parties had heavily negotiated the methods to extend the end date of the agreement, and joint documents and other actions that were not contemplated by the extension methods did not satisfy the contractual notice for purposes of extension; [2]-Moreover, the AC did not act fraudulently by making commercially reasonable efforts towards the closing, as both parties were contractually bound to expend those efforts, and the AC had no contractual duty to warn the MC of the approaching end date; [3]-As the MC simply forgot to provide notice of its intent to extend the agreement, the AC acted within its contractual rights by terminating it.