Lizard Technology Partners v. Qinetiq North America

Summary

The court affirmed dismissal of the seller's claims arising from an earn-out dispute under a merger agreement. It held that the agreement barred only actions taken with the intent to reduce or limit the earn-out, not actions taken with knowledge that they might have that effect, and that the implied covenant imposed the same intentionality requirement. The court also deferred to the Court of Chancery's clearly explained factual findings in its bench ruling.