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 Purchase Agreement and implied contractual protections that NorthPointe had not obtained through negotiation. The Termination Provision applied to all seven funds, including the NorthPointe NVIT, and the merger of that fund caused NorthPointe's termination as sub-advisor, requiring a determination of whether a capped Termination Fee was owed or an exception applied. The court also held that the Replacement Provision was not breached and that the implied covenant could not override the contract's express allocation of termination rights and remedies. No separate opinions were provided.