Nationwide Emerging Managers, LLC v. Northpointe Holdings, LLC

STRINE, Chief Justice:

I. INTRODUCTION

When a buyer and seller negotiate a detailed contract, Delaware law requires that the contract’s express terms be honored, 1 and prevents a party who has after-the-fact regrets from using the implied covenant of good faith and fair dealing to obtain in court what it could not get at the bargaining table. 2 In this case, the buyer persuaded the Superior Court to award it $15.1 million in damages when the buyer bought a 65% interest in an investment advisory firm for $25 million. The buyer’s premise was that it would not have paid $25 million but for its…