Borealis Power Holdings Inc. v. Hunt Strategic Utility Invesment

Summary

The Supreme Court of Delaware reversed the Court of Chancery's determination that Hunt's proposed sale of its interest in the parent of Oncor's minority owner triggered Sempra's contractual right of first refusal. Applying de novo review and the contracts' plain language, the Court held that the right of first refusal was triggered only by a transfer by TTI, the defined Minority Member, or its Permitted Transferees, and Hunt was neither. The Court remanded for entry of judgment in favor of Borealis consistent with that conclusion.