Gallagher
MONTH-IN-BRIEF (May 2026)
Delaware Court of Chancery Analyzes Whether a Type II (Preliminary) Agreement Will Support Specific Enforcement
By Sarah Garton, Garrett, PLLC; and Shawn Garrett, Garrett PLLC
On May 13, 2026, the Court of Chancery of Delaware issued its decision in the case of Postbit, Inc. (“Postbit”) v. Look Dynamics, Inc. (“Dynamics”) and awarded Postbit attorneys’ fees, costs and expenses, reliance damages, and pre- and post-judgment interest.
In December 2023, the parties entered into a term sheet under which they agreed to negotiate in good faith to execute a definitive merger agreement. Pending execution of the definitive merger agreement, the parties also agreed that Dynamics would sell to Postbit an exclusive license to all its technology. Postbit paid $360,605.12 to Dynamics based on assurances that Dynamics was committed to executing the exclusive licensing agreement, but in May 2024 Dynamics told Postbit that they had decided to look elsewhere, and that the term sheet had expired in January.