Supreme Court of Delaware

An alleged oral promise made to a stockholder by a CEO, to sell 10 percent of a future private stock offering, is unenforceable (even where coupled with an alleged oral promise to buy), where the agreement was not approved by the board of directors and is not memorialized in a written instrument.

Appellate Information

• Decided 07/19/2002
• Published 07/22/2002

Judges

• VEASEY, Chief Justice:, Before VEASEY, Chief Justice, WALSH, HOLLAND, BERGER and STEELE, Justices, constituting the Court en Banc.

Court

• Supreme Court of Delaware

Counsel

• For Appellant:
  
• David A. Jenkins (argued) and Michele C. Gott of Smith, Katzenstein & Furlow, LLP, Wilmington, Delaware, for the Appellants.


• For Appellees:
  
• Vernon R. Proctor, Kurt M. Heyman, and Patricia L. Enerio of the Bayard Firm, Wilmington, Delaware;  Adam D. Cole (argued), Karen Y. Bitar, and David Neier, of Greenberg Traurig, LLP, New York City, of counsel, for the Appellee.