Plaintiff reasonably interpreted parties' merger agreement as merely requiring FDA approval of the medical device system to secure milestone payment without reference to specific size variations of the product.

Court found no breach of an exclusivity provision in a letter of intent where the provision merely prohibited soliciting proposals for a sale of the subject business, rather than communications about a potential transaction, and announcing consideration of strategic alternatives did not rise to the level of a firm solicitation.

Court stayed breach of restrictive covenant action pending further proceedings in separate action that likely would have overlapping factual and legal issues.

Court denied stay of bankruptcy court contempt and preliminary injunction orders pending appeal where defendants were unlikely to succeed on the merits of their claims against the orders and where the orders would not irreparably harm defendants by requiring them to produce ordered discovery or merely preventing them from transferring or using claimed funds under their control.

Lack of formal identification of managers meant that LLC operating family business was a member-managed entity, although deceased family member's LLC interest became an assignee interest held by his estate.

Forward-looking projection could constitute actionable fraud where plaintiffs adequately alleged that the projection was a complete fabrication as defendants lacked the data necessary to calculate a reasonable projection and thus likely fabricated the figures underpinning the projection.

Court declined to enjoin contractual alternative dispute resolution process where parties agreed to submit validity of post-closing cap-ex budget to independent consultant for expert review, where consultant was empowered to conduct independent analysis of company's financial records.

Court declined to dismiss fraud claims in connection with stock purchase agreement where buyer adequately pled that defendant controllers were in a position to know of the fraudulent nature of seller's financials and where the company's alleged unlawful bookkeeping practices violated representations and warranties in the SPA.

Court found no need for judicial interpretation where parties' dispute over working capital calculation merely involved a GAAP issue, and thus the dispute was properly resolved by an independent accountant under the parties' contractual dispute resolution provision.

Court declined to dismiss non-exculpated fiduciary claims where defendants had a clear conflict of interest between continuing to operate the company or sell it and receive a valuable termination payment.