(L-R) Barnaby Grzaslewicz and Tyler O’Connell of Morris James. Courtesy photos
While parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable. However, as the Delaware Court of Chancery held in its post-trial decision in Schaeffer v. Lockwood, C.A. No. 2018-0926-MTZ (Del. Ch. Nov. 30, 2021), where an unformed arrangement results in a benefit to one party, at the expense of the other, the quasi-contract theory of unjust enrichment steps in to compensate the party who provided the benefit.
