On January 29, 2024, a unanimous Delaware Supreme Court reversed a controversial Chancery Court decision that invalidated part of a routine partnership agreement on public policy grounds. The decision was welcome news for WLF, which filed an amicus brief in the case urging reversal. WLF’s brief was prepared and filed with assistance from Kenneth Gage and Daniel Richards of Paul Hastings LLP and Michael Vild and David Holmes of Cross & Simon LLP. It its amicus brief urging reversal, WLF argued that the Chancery Court’s holding is at odds with Delaware law’s strong preference for freedom of contract. In its unanimous opinion, the Delaware Supreme Court agreed, explaining that “absent unconscionability, bad faith, or other extraordinary circumstances,” Delaware courts should hold sophisticated parties to their agreements.


Delaware Supreme Court decision

WLF amicus brief