Although federal law obligated acquired healthcare provider to obtain patient consent before turning over records to acquirer, the provider nonetheless breached its contractual obligations to transfer the records and its representations and warranties that it had taken all action necessary to perform and that the transaction complied with applicable law.

Chancery court erred in accepting corporate board committee's interpretation of stock option agreement provision without further review or offering the parties the opportunity to provide supplemental briefing or oral argument. Reversed and remanded.