Johnson & Johnson v. Fortis Advisors LLC
On January 12, 2026, the Supreme Court of Delaware held that a merger agreement between Johnson & Johnson and Auris Health contained no contractual gap because the risk of an unavailable 510(k) pathway was foreseeable and allocated by the contract. The court reversed the Chancery’s ruling that Johnson & Johnson was required to pursue an alternative regulatory pathway for the contract’s first milestone and vacated the related damages. The decision was welcome news for WLF, which submitted an amicus brief asking the Court not to use the implied covenant of good faith and fair dealing to rewrite contracts.
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