Supreme Court of Delaware

Cox Communications, Inc. v. T-Mobile US, Inc.

March 3, 2022

Summary

The Court reversed the Court of Chancery’s interpretation of the settlement agreement, holding that the relevant provision created a Type II preliminary agreement requiring good-faith negotiations over open terms rather than an immediate obligation to contract exclusively with T-Mobile or remain out of the wireless market. The Court vacated the permanent injunction and remanded for factual findings on whether the parties satisfied their good-faith negotiation obligations. The Court also held that Cox’s repeated judicial admissions that T-Mobile succeeded to Sprint’s contractual rights and obligations barred Cox from asserting otherwise on appeal.