Defendant defense contractor sold a major business unit to Plaintiff defense contractor while simultaneously executing an agreement requiring the business unit to continue to do business with its former owner (the “Agreement”). In assessing whether the Agreement was enforceable or merely an “agreement to agree,” the Court of Chancery allowed Plaintiff’s breach of contract claims to proceed because the Agreement was sufficiently definite to withstand a motion to dismiss. Defendant had performed at least 15 contracts pursuant to the Agreement, the Agreement was executed in conjunction with an associated asset purchase agreement and references to the Agreement could be found in the asset purchase agreement itself. While the language of the Agreement lacked pricing terms and structure, the Court interpreted it as requiring the Defendant to offer Plaintiff opportunities to conduct business together as they arose, with details to be worked out on a project-by-project basis. Furthermore, language defining applicable projects might prove sufficiently definite when viewed in light of industry norms.
