Supreme Court of Delaware
Nationwide Emerging Managers, LLC
March 27, 2015
Summary
The Supreme Court of Delaware reversed the Superior Court's $15.1 million judgment because the lower court rewrote the parties' detailed agreement and implied protections that the buyer had not secured in negotiations. The agreement included a capped termination-fee remedy, permitted termination without a fee under specified exceptions, and did not prohibit asset withdrawals or competition standing alone. The court remanded for determination of whether termination fees are owed for six funds, including the NorthPointe NVIT, or whether the contractual exceptions apply.