tments Owner, LLC v. Einery Bay PKI, LLC, 2009 WL 1124451 (Del. Ch. Apr. 20, 2009) 27 Beck & Panico Builders, Inc. v. Strairman, 2009 WL 5177160 (Del. Super. Nov. 23, 2009) 21, 22 Desert Equities, Inc. v. Morgan Stanley Leveraged Equity Fund II, LP, 624 A.2d 1199 (Del. 1993) lotea. Commcins, Inc. v. D

d (4) the Court can only avoid injustice by finding that the promise is binding." Beck & Panico Builders, Inc. v. Straitman, 2009 WL 5177160, at *6 (Del. Super. Nov. 23, 2009). 21 EFTA00613928 On the other hand, if Your Honor determines that FTC had a right to withdraw all of its investments at the end

was the Fund's in-house lawyers who actually put the words of the Side Letter on paper. See L U. N. Am., Inc. v. A.LU. Ins. Co., 896 A.2d 880, 885 (Del. Super. 2006) ("Where all parties to a contract are knowledgeable, there is no reason for [construing ambiguities] against the party who drafted the final

s, Inc., 954 A.2d 335 (Del. Ch. 2008) 30 Lazard Debt Recovery GP, LLC v. Weinstock, 864 A.2d 955 (Del. Ch. 2004) 48 Mack v. White, 165 A. 150 (Del. Super. 1933), 48 Osborn v. Kemp, 991 A.2d 1153 (Del. 2010) 30 iii EFTA00613943 TABLE OF AUTHORITIES (Continued) Schmeusser v. Schmeusser, 559 A.

strate that the usage was actually known by the party to See Freudenberg Spunweb Co. v. Fibervisions., No. 04C-03-073-FSS, 2006 WL 1064173, at *I 8 (Del. Super. Ct. Mar. 27, 2006) ("The Delaware Uniform Commercial Code codifies the common law doctrine of 'custom and usage in the trade' ....") EFTA00587229