Lennox Indus. Inc. v. All. Compressors LLC

4 Citing cases

  1. Origin, Inc. v. Magid Fin. Servs.

    Civil Action 19-14435 (GC) (DEA) (D.N.J. May. 31, 2023)

    See Aveanna Healthcare, LLC v. Epic/Freedom, LLC, 2021 WL 3235739, at *25 (Del. Super. Ct. July 29, 2021) (“An unexcused and unsatisfied condition keeps a dependent duty from accruing . . . .” (citing Lennox Indus. Inc. v. All. Compressors LLC, 2020 WL 4596840, at *3 (Del. Super. Ct. Aug. 10,2020))). As a result, Defendants cannot now rely on the Letter of Intent to modify their obligations under to the Subscription Agreements when they admit that they did not satisfy the agreed-upon condition for nullifying the Subscription Agreements.

  2. Grottenthaler v. SVN Med

    C. A. N21C-12-131 CEB (Del. Super. Ct. Nov. 28, 2022)   Cited 3 times

    "If the language does not clearly provide for a forfeiture, then a court will construe the agreement to avoid causing one."See Aveanna Healthcare, LLC v. Epic/Freedom, LLC, 2021 WL 3235739, at *25 (Del. Super. Ct. July 29, 2021); see, e.g., Lennox Indus. Inc. v. All. Compressors LLC, 2020 WL 4596840, at *3 & n.15 (Del. Super. Ct. Aug. 10, 2020) (dismissing claim as unripe because claimant failed to undertake compulsory pre-litigation dispute resolution, which was a "condition precedent to litigation" (internal quotation marks omitted)); cf. Brazen v. Bell Atl. Corp., 1997 WL 153810, at *2 (Del. Ch. Mar. 19, 1997) ("[The] claim is not dependent on occurrence of [a] condition precedent, and is, therefore, ripe for adjudication."); see generally Restatement (Second) of Contracts § 235(2) ("When performance of a duty under a contract is due any non-performance is a breach." (emphasis added)).

  3. Lennox Indus. v. All. Compressors

    C. A. N19C-03-045 AML CCLD (Del. Super. Ct. Oct. 25, 2021)   Cited 2 times

    Alliance Compressors LLC v. Lennox Industries, Inc., C. A. No. 2019-0186-KSJM (Jan. 6, 2020).Lennox Indus. Inc. and Allied Air Enterprises LLC v. Alliance Compressors LLC, C. A. No. N19C-03-045 AML CCLD (Aug. 10, 2020). PARTIES' CONTENTIONS

  4. Aveanna Healthcare, LLC v. Epic/Freedom, LLC

    C.A. No. N20C-08-055 AML CCLD (Del. Super. Ct. Jul. 29, 2021)   Cited 31 times
    Holding denial or extension of a Motion to Dismiss "is appropriate where the core facts needed to oppose summary judgment are within the exclusive knowledge of the movant," and have not been produced in discovery

    E.g., Shire, 2020 WL 6018738, at *17; see also Williams II, 159 A.3d at 273 ("[O]nce a breach of a covenant is established, the burden is on the breaching party to show that the breach did not contribute materially" to the non-occurrence of the condition. (citing Restatement of Contracts § 245 cmt. b)).See, e.g., Lennox Indus. Inc. v. All. Compressors LLC, 2020 WL 4596840, at *3 & n.15 (Del. Super. Ct. Aug. 10, 2020) (dismissing claim as unripe because claimant failed to undertake compulsory pre-litigation dispute resolution, which was a "condition precedent to litigation" (internal quotation marks omitted)); cf. Brazen v. Bell Atl. Corp., 1997 WL 153810, at *2 (Del. Ch. Mar. 19, 1997) ("[The] claim is not dependent on occurrence of [a] condition precedent, and is, therefore, ripe for adjudication."); see generally Restatement of Contracts § 235(2) ("When performance of a duty under a contract is due any non-performance is a breach." (emphasis added)).