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In
Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are required to cover their own legal fees absent clear and unequivocal fee shifting language, even where one party is required to indemnify the other party for losses associated with a breach of the contract and losses are defined to include attorneys’ fees and expenses.
Factual Background
Ashland LLC (“Ashland”) purchased three companies from The Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman, et al. (the “Sellers”) for $3.2 billion pursuant to a Stock Purchase Agreement, dated May 30, 2011 (the “SPA”). One of the companies purchased by Ashland pursuant to the SPA owned a property (the “Linden Property”) with significant environmental issues. Pursuant to the SPA, Linden Property Holdings LLC, an entity owned by the Sellers, repurcha