The Plaintiff cable company was to be purchased by another cable company until dispute arose when valuations fell. Plaintiff brings suit for breach of their asset purchase agreement and pursues the buyer’s controlling stockholder because the buyer itself has since filed for bankruptcy. Though the controlling stockholder was not a party to the agreement and did not enter into a written funding agreement, Plaintiff claims it promised to provide funding for the transaction. The Chancery Court dismissed claims for tortuous interference, promissory estoppel and breach of contract against the controlling stockholder because Plaintiff’s allegations were conclusory, unsupported by specific facts and inconsistent with the heavily negotiated and sophisticated structure of the asset purchase agreement. The buyer’s portrayal of the controlling stockholder as its primary investor and source of answers to questions about financing, without more, does not reflect a real promise necessary for contractual obligation. Absent a clear, written promise to fund, the responsibility to arrange financing falls on the buyer.
