Foley Secures Trial Victory for Good Times Restaurants, Inc.

Foley & Lardner LLP announced today that it secured a trial victory for Good Times Restaurants, Inc. (Good Times) in defense of claims for breach of contract and the duty of good faith and fair dealing brought by White Winston Asset Select Funds, LLC (White Winston).

After securing the dismissal of White Winston’s claim for breach of contract at summary judgment, Foley convinced the U.S. District Court for the District of Delaware during a four-day bench trial that Good Times had not breached its duty of good faith and fair dealing. On January 25, 2023, the court issued a memorandum opinion and judgment in favor of Good Times.

White Winston sued Good Times in connection with the parties’ failed negotiations over the sale of a Good Times wholly-owned subsidiary. White Winston alleged that the parties had executed a binding agreement for the sale of Good Times’ subsidiary to White Winston. White Winston further alleged that Good Times violated the terms of the parties’ non-binding letter of intent despite the letter explicitly stating that both parties could terminate negotiations for any reason up until the execution of the proposed stock purchase agreement.

The case was novel because it presented the court with the issue of whether a party to a non-binding letter of intent owes its counter-party a duty to negotiate in good faith when the letter unconditionally allows either side to terminate negotiations.   

The Foley team was led by Partner Peter Loh and Associate Davis Mosmeyer.