Marco Prods. Corp. v. Mr. Mulch Del., Inc
In Marco Prods. Corp. v. Mr. Mulch Del., Inc., Welch, J. (Dec. 6, 2005), the Court interpreted basic contract law as follows:
"When there is a written contract, the plain language of a contract will be given its plain meaning. Phillips Home Builders v. The Travelers Ins. Co., Del. Super., 700 A.2d 127. 129 (1997). The party first guilty of material breach of contract cannot complain if the other party subsequently refuses to perform. Hudson v. D. v. Mason Contractors, Inc., Del. Super. 252 A.2d 166, 170 (1969). In order to recover damages for any breach of contract, plaintiff must demonstrate substantial compliance with all the provisions of the contract. Emmett Hickman Co. v. Emilio Capano Developer, Inc., Del. Super., 251 A.2d 571. 573 (1969). Damages for breach of contract will be in an amount sufficient to return the party damaged to the position that the party would have been in had the breach not occurred. Delaware Limousine Service, Inc. v. Royal Limousine Svc., Inc., (April 5, 1991).
At the same time, however, a party has a duty to mitigate once a material breach of contract occurs. Lowe v. Bennett, Del. Super., 1994 WL 750378 (December 29, 1994). Whether a breach is material and justifies non-performance is a matter of degree and is determined by weighing the consequences in light of the contract. Eastern Elec. & Heating, Inc. v. Pike Creek Professional Ctr., 1987 WL 9610 (April. 7, 1987). Notwithstanding a material failure to perform, the complaining party, may nevertheless, recover the value of benefit conferred upon the other party. Heitz v. Sayers, Del. Super., 32 Del. 207, 2 W.W. Harr. 207, 121 A. 225 (1923).
Finally, if there is an ambiguity in the terms or drafting of the contract, that ambiguity will be resolved against the party who drafted the contract. See. e.g., E.I. Du Pont de Nemours & Co. v. Shell Oil Co., Del. Super., 498 A.2d 1108 (1995)."