Extrinsic evidence is inadmissible to contradict unambiguous contract terms; a party cannot anticipatorily breach a contract obligation that does not exist

In Art Works Inc. v. Al-Hadid, Index No. 651267/2021 (N.Y. Sup. Ct., N.Y. County, May 10 2022), the New York Supreme Court held that a consignment agreement did not give an art gallery an ownership interest in an artist’s consigned work. The court also held that a party’s insistence on agreement to terms for a mediation did not constitute anticipatory breach of the contract’s mediation provision… Read more

Delaware Chancery Shifts $75 Million Contingent Attorneys’ Fee to Losing Party in Litigation over Busted Merger

In The Williams Companies, Inc. v. Energy Transfer LP,  C.A. No. 12168 & 12337, 2022 WL 3650176 (Del. Ch. Aug. 25, 2022), the court held that the fee shifting provision in the parties’ merger agreement permitted plaintiff’s counsel to add its contingent fee to its client’s liquidated damages award in litigation over a busted merger… Read more