Ev3, Inc., Defendant-Appellant v. Michael Lesh, M.d., and Erik Van Der Burg, Acting Jointly as the Shareholder…

Summary

The court reversed the denial of ev3's motion for a new trial because the Superior Court improperly allowed Appriva to argue that a non-binding funding provision in a letter of intent was a binding contractual promise and modified the merger agreement's sole-discretion funding provision. The court held that the merger agreement's plain language controlled and that the trial error could have affected the jury's breach finding and damages. The case was remanded for a new trial limited to the breach-of-contract claim, with the Superior Court to craft instructions addressing subjective bad faith in the context of the parties' bargain.