Clear Agreements Override Judicial Construction on Damages
An investor was awarded nominal damages after suing a wind energy developer alleging it conducted a material partial sale of assets without the investor's consent. The Delaware Supreme Court disagreed with the Court of Chancery's interpretation of the consent provision and its award of nominal damages. In the context of an agreement that unambiguously provides for payment of a specified amount upon the occurrence of a specified action without consent and the fact that action is later taken without consent and the payment is not made the court held the agreement should be honored rather than awarding “actual harm.” The Supreme Court awarded $126.1 million. This decision highlights the importance of clarity in reflecting the parties’ intentions with respect to both the consent requirement and the measure of damages in the event of a breach.