Tortious Interference

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The issue was whether plaintiff, which had presented a letter of intent to purchase the a non-party bottling company, had a valid and enforceable agreement. The Court found that the letter of intent was an agreement to agree at a future date which was subject to a future, more complete acquisition agreement, and it therefore…

This is a significant Business Court opinion on unfair competition. The defendants were a competitor of the plaintiff, and former employees of the plaintiff who had left to join the defendant. The first issue addressed by the Court was whether the former employees owed a fiduciary duty to their former employer. The Court found there…

This case involved the question whether a joint venture agreement, by which the defendant acquired 47% of the stock of a non-party, violated the plaintiff’s right of first refusal under an agreement with the non-party.

The Court held that a restraint on the transfer of ownership must be strictly construed, particularly where the restraint may…

The claim here involved a Right of First Refusal. Plaintiff alleged that the defendants had engaged in a sham transaction designed to deprive it of its rights under the RFR, by effectively selling a controlling interest in the company in which plaintiff had the RFR through a Joint Venture Agreement.

The defendant sellers had been careful…

A senior lienholder had no fiduciary duty to a junior lienholder. The mere fact that the senior lienholder took action to cause its debt to be paid down did not establish domination and control of the debtor’s business so as to give rise to a fiduciary duty. The senior lienholder’s efforts to collect its debt…