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Frontier Oil Corp. v. Holly Corp.4/29/2005
iduciary out is designed to allow for an orderly disentanglement of merger partners when the directors' fiduciary duties require it. Frontier, by orchestrating the August 19 Phone Call and by launching this litigation, disrupted that process. Frontier made its choices; one consequence of those choices is that it now has no claim to the break-up fee.
IV. CONCLUSION
For the foregoing reasons, the Court concludes as follows:
1. Holly did not repudiate the Merger Agreement;
2. Holly did not breach its implied covenant of good faith and fair dealing under the Merger Agreement;
3. Frontier breached the Merger Agreement by declaring a repudiation by Holly;
4. Holly suffered no damages as a result of Frontier's breach of the Merger Agreement and, thus, is entitled only to an award of nominal damages;
5. Frontier did not breach Section 4.8 of the Merger Agreement;
6. Frontier did not breach Section 4.19 of the Merger Agreement; and
7. Holly is not obligated to pay Frontier the break-up fee. Counsel are requested to confer and to submit an appropriate order to implement this memorandum opinion.
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