Delaware Clarifies Buyer Knowledge – Why Washington LLCs Take Note

When Delaware speaks, deal lawyers listen. And in In re Dura Medic Holdings, Inc., Consolidated Litigation, Cons. C.A. No. 2019-0474-JTL (Del. Ch. Feb. 20, 2025), the Delaware Court of Chancery clarified two issues that routinely shape private M&A negotiations:

(1) Whether Delaware remains a pro‑sandbagging jurisdiction, and
(2) When a buyer can use a transaction multiple to calculate damages for a breach of representations and warranties.

If you’re a Washington business owner, or an LLC member preparing for a sale, these developments may feel distant. But the logic behind them touches the same contract structures Washington companies rely on every day. And in a market where buyers are increasingly aggressive in post‑closing disputes, understanding how other jurisdictions treat these issues can help you draft stronger agreements here at home.