Background
M.A.C. Job Fund I, LLC entered into an Investor Agreement with Voyager Technologies, Inc. to solicit foreign investors through the EB-5 program and use their funds to purchase Voyager preferred shares connected to the Starlab space-station project. During a six-month “Marketing Window” ending November 22, 2024, Voyager was required to accept qualifying investments deposited into escrow. The agreement remained in effect afterward, but it did not expressly require Voyager to accept investments received after that window.
The parties continued promoting the offering after November 22, and Voyager repeatedly expressed support for the program. By February 2025, investors had deposited $1.45 million into escrow and dozens more had committed. The parties discussed extending the Marketing Window and accommodating Voyager’s planned initial public offering, but they never executed a written extension. Voyager terminated the agreement on February 17, 2025 without accepting investments or issuing shares, prompting M.A.C. Job to sue for breach of contract, promissory estoppel, and breach of the implied covenant of good faith and fair dealing.
The Court’s Holding
The Court of Chancery granted Voyager’s motion to dismiss and dismissed the complaint in its entirety with prejudice. The agreement imposed no standard governing Voyager’s decision whether to accept investments after the Marketing Window closed, and the court declined to imply a contractual obligation that M.A.C. Job had not negotiated. Although a contractual requirement that amendments be signed can itself be waived, the parties’ continued marketing activities and discussions did not plausibly show an agreement to extend the mandatory-acceptance period.
The court found that M.A.C. Job adequately alleged Voyager terminated the agreement prematurely because neither contractual termination event had yet occurred. But the claimed expenses, fees, and lost profits resulted from Voyager’s refusal to accept investments, not from the early termination, so M.A.C. Job failed to plead causally related damages. The implied-covenant claim also failed because the agreement allocated to M.A.C. Job the post-window risk that Voyager would reject investments, while promissory estoppel was unavailable because an enforceable contract governed the parties’ post-window relationship.
Key Takeaways
- A court will not impose a good-faith standard on contractual discretion when the agreement contains no such standard and the parties expressly used standards such as “commercially reasonable efforts” elsewhere.
- Continued performance and negotiations after a contractual deadline do not, without facts showing mutual assent to specific new terms, establish that the parties amended the agreement by their conduct.
- A contract claim requires damages caused by the particular breach alleged, and equitable promissory-estoppel relief is unavailable when an enforceable contract governs the same subject matter.
Why It Matters
The decision underscores the importance of expressly addressing what rights and duties survive a limited mandatory-performance period. A party that continues investing time and money after such a period expires may bear the risk of rejection unless the agreement or a valid amendment protects that continued performance.
It also illustrates the limits of Delaware’s implied covenant: the doctrine cannot rebalance a negotiated allocation of commercial risk or supply a protection that a sophisticated party failed to secure at the bargaining table.