EV3, Inc. v. Lesh, M.D.

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 or modified the merger agreement's sole-discretion funding provision. The integration clause preserved the letter of intent only as to provisions that were binding, and the merger agreement expressly displaced conflicting provisions. The Court remanded for a new trial on the breach-of-contract claim, while declining to decide whether the prior good-faith jury instruction was erroneous.