Document:  Grunstein, et al. v. Silva, C.A. No. 3932-VCN, Noble, V.C. (Del. Ch. Dec. 8, 2009)

The Court considered defendants’ motion to dismiss certain of plaintiffs’ claims based on contract, equity and tort in connection with an alleged breach of an oral partnership agreement.  The partnership was formed to acquire an eldercare and rehabilitative services company, Beverly Enterprises, pursuant to a merger agreement.  The agreement was amended whereby the original acquiring entities were replaced by companies controlled by one of the three partners to the oral partnership who was named as one of the defendants.  In this decision, the Court considered and dismissed plaintiffs’ breach of fiduciary duty claim as duplicative of their breach of contract claim, but upheld their promissory estoppel and fraud claims, as well as certain of their negligent misrepresentation claims.  The Court also upheld plaintiffs’ breach of contract claim, but dismissed their tortious interference claims.