Meadow Star LLC v. Macklowe

Defendants maintain that dismissal of the breach of contract claim was warranted since no equity contribution was required under the parties’ agreement inasmuch as the two conditions of funding were not met. This argument fails because although section 3.1 of the partnership agreement for the proposed acquisition clearly stated that each partner was to make a $600 million capital contribution on or before November 27, 2006, the conditions under which the funding will occur are ambiguous (see Eagle Indus., Inc. v DeVilbiss Health Care, Inc., 702 A2d 1228, 1232 [Del 1997]). For example, the…