Golden Rule Financial Corporation v. Shareholder Representative Services LLC

Summary

The Supreme Court of Delaware affirmed dismissal of Golden Rule’s complaint under Rule 12(b)(6). It held that the agreement required ASC 606 to be applied correctly, while the phrase “consistently applied” addressed consistency in selecting among permissible accounting treatments rather than perpetuating an acknowledged error. The court also held that the agreement left no gap for the implied covenant to fill and that SRS’s position did not support quasi-estoppel.