Postbit, Inc. v. Look Dynamics, Inc.

── Postbit, Inc. v. Look Dynamics, Inc. ── Court: Court of Chancery of Delaware Date: May 13, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE KATHALEEN ST. JUDE MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734 May 13, 2026 A. Thompson Bayliss Eric A. Veres Caleb A. Volz Abrams & Bayliss LLP 20 Montchanin Road, Suite 200 Wilmington, DE 19807 Re: Postbit, Inc. v. Look Dynamics, Inc., C.A. No. 2024-0566-KSJM Dear Counsel: I entered default judgment on the issue of liability on January 29, 2026,1 and held a hearing on remedies on April 17, 2026.2 This decision grants Postbit, Inc.’s request for attorneys’ fees, costs and expenses, reliance damages, and pre- and post- judgment interest. Postbit filed this action to enforce its rights under a term sheet dated December 29, 2023.3 In the term sheet, the parties agreed to negotiate in good faith to execute a definitive merger agreement whereby Look Dynamics would merge into Postbit. The parties also agreed that Look Dynamics would sell Postbit an exclusive license to all its technology pending execution of a definitive merger agreement. The term 1 C.A. No. 2024-0566-KSJM, Docket (“Dkt.”) 43. 2 Dkt. 52. 3 See Dkt. 1 (Compl.), Exs. A, B (Term Sheet). C.A. No. 2024-0566-KSJM May 13, 2026 Page 2 of 8 sheet contemplated aggregate merger consideration in the range of $38 million to $65 million. Over the ensuing months, Postbit worked diligently toward a merger agreement and paid $360,605.12 to Look Dynamics based on assurances that Look Dynamics was committed to executing an exclusive license agreement.4 On May 3, 2024, however, Look Dynamics sent Postbit a letter stating that it had determined to “look elsewhere and perhaps pursue other potential sources of capital,” and that the term sheet had expired on January 15, 2024.5 Postbit filed this action on May 28, 2024.6 Postbit asserted claims for breach of contract, breach of the implied covenant, and promissory estoppel.7 Postbit requested specific performance and, in the alternative, damages.8 Postbit also requested pre- and post-judgment interest.9 Look Dynamics moved to dismiss the action.10 In a January 10, 2025 bench ruling, I denied the motion except as to Postbit’s request for specific performance. 11 4 See Dkt. 47, Ex. 1; Dkt. 53 ¶¶ 6, 13. 5 Compl., Ex. F. 6 Compl. 7 Id. ¶¶ 41–63. 8 Id. at 19. 9 Id. 10 Dkt. 16. 11 Dkt. 31 (“H’rg Tr.”). C.A. No. 2024-0566-KSJM May 13, 2026 Page 3 of 8 In granting the motion to dismiss Look Dynamics’ request for specific performance, I reasoned that: Since the Term Sheet is a Type II agreement, it does not lend itself to specific enforcement. Chancellor Bouchard's decision in Windsor12 makes this point well, and his reasoning supports this outcome. The Court of Chancery’s decision in PharmAthene13 hits the nail on the head as well, noting that faithful negotiation is an inherently qualitative issue. There are circumstances when good faith efforts are enforceable, when agreements to work and negotiate in good faith are certainly enforceable. But Type II agreements are simply beyond what even our enthusiastically contractarian law is willing to enforce. I'll also note that it’s true that the lock-out provision strengthens and aids the agreement to negotiate in good faith, but it’s ult