June 10, 2015
REYBOLD VENTURE GROUP XVI LLC, Plaintiff Below, Appellant,
CHRISTOPHER M. CRESSWELL and FURNITURE SERVICES UNLIMITED, LLC, Defendants Below, Appellees
Submitted June 10, 2015.
Case Closed July 8, 2015.
This decision has been designated as "Table of Decisions Without Published Opinions." in the Atlantic Reporter.
Court Below - Superior Court of the State of Delaware in and for New Castle County. C.A. No. N10C-05-078 RRC.
Before STRINE, Chief Justice, HOLLAND and SEITZ, Justices.
Collins J. Seitz, Jr., Justice.
This 10th day of June 2015, after careful consideration of the parties' briefs, we find it evident that the judgment of the Superior Court should be affirmed on the basis of and for the reasons assigned by the Superior Court in its letter opinion dated November 26, 2014. We also find appellant's appeal without merit for an additional reason. Appellant's argument depends on a reading the term " representations" as encompassing all of the obligations in the contract. But a representation is not the same as a covenant, and the contract cannot be fairly read as requiring the appellee to provide a guaranty as to all obligations under the contract. Rather, the Superior Court was correct to give a precise reading to the contract that respected the reality that contractual terms like representations, conditions, and covenants have distinct meanings that cannot be conflated without eroding the utility of voluntary contractual arrangements.
NOW, THEREFORE, IT IS ORDERED that the judgment of the Superior Court is AFFIRMED.