Settlement agreements often start to come apart at the seams during negotiations, so it helps for attorneys who handle such negotiations to know when the agreement will be binding and when it will not.
Yesterday, the Court issued an opinion in Astellas Pharma Inc. v. MSN Pharma. Inc., C.A. No. 23-689-JFB-CJB (D. Del.) discussing what happens when parties reach a settlement agreement but it falls apart before they actually sign.
It started with the basic proposition that, in the abstract, a signed, written agreement is unnecessary:
a signed and executed agreement is not a prerequisite for contract formation unless the parties “parties positively agree that there will be no binding contract until …
