Johnson & Johnson v. Fortis Advisors LLC

Summary

The Supreme Court of Delaware affirmed in part, reversed in part, and remanded a post-closing earnout judgment arising from J&J’s acquisition of Auris. The court held that the implied covenant could not convert the contract’s express 510(k) requirement into a De Novo obligation, but it upheld the express-efforts breach findings and damages for the remaining iPlatform milestones. It also affirmed the fraudulent-inducement finding and held that the exclusive-remedy provision did not bar the extra-contractual fraud claim because Auris had not made an express anti-reliance disclaimer.