The Williams Companies, Inc., Plaintiff Below-Appellant v. Energy Transfer Equity, L.p., — Strine, J…

Summary

This dissent argues that the Court of Chancery applied the wrong analytical framework in evaluating whether ETE breached its commercially reasonable efforts covenant concerning the required tax opinion. In the dissent's view, ETE bore the burden of proving that its conduct did not materially contribute to the failure of the closing condition, and the record required a new trial under that framework. The dissent would remand rather than affirm the judgment below.