A recent Delaware Court of Chancery opinion is useful for its analysis of whether the notice provisions for the exercise of a redemption right for warrants were in compliance with the terms of the applicable agreement. In Bruce Kaye as Trustee of the Bruce Kaye Revocable Trust v. Fantasea Resorts Group, Inc., C.A. No. 2024-0179-KSJM (Del. Ch. April 17, 2025), the court rejected the attempt of the company to deny redemption rights based on their argument that the notice provisions of the applicable agreement were not strictly met.

Key Point

There are certain general principles discussed in this opinion that may be helpful broadly in an analysis of whether notice provisions were complied with—and whether failure to comply strictly with a notice provision can preclude the exercise of certain rights. See Slip op. at 13-16.

But the particular requirements and specific wording in the notice provision involved in this case may limit the applicability of this analysis, somewhat at least, to the agreement at issue. Nonetheless, the analysis of notice provisions generally is noteworthy.

Postscript

The court described the well-known objective theory of contracts in Delaware. See Slip op. at 8. It also rejected an argument based on the implied covenant of good faith and fair dealing which was unnecessary to address based on the breach of contract finding. See Slip at 16.