Richards Layton & Finger

An Unremarkable Case: Good Faith After Lyondell

July/August 2009

Some may consider the Delaware Supreme Court’s recent opinion in Lyondell Chemical Co. v. Ryan to be a remarkable departure from the Delaware courts’ prior cases. But the opinion, issued on March 25, 2009, was largely a faithful application of settled precedent. Most importantly, Lyondell reaffirmed the definition of bad faith set forth by the Court in its Disney opinion and confirmed that Disney’s bad-faith standard applies in the transactional context. This article describes the decision and discusses its implications.