Thompson Street Capital Partners IV, L.P., in its Capacity as Members' Representative v. Sonova United States…

Summary

The Supreme Court of Delaware reversed dismissal of Thompson’s complaint concerning Sonova’s indemnification claim notice and remanded for further proceedings. It held that the merger and escrow agreements formed a unitary contractual scheme, that Sonova had to satisfy the merger agreement’s notice requirements, and that the notice provision clearly created a condition precedent capable of causing forfeiture. Because the record did not adequately develop whether the notice requirements were material or whether forfeiture would be disproportionate, the court remanded for further factual development.