World Energy LLC v. Air Products and Chemicals, Inc.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WORLD ENERGY, LLC, WORLD ENERGY ) LOS ANGELES, LLC, ALTAIR ) PARAMOUNT, LLC, and PARAMOUNT ) PIPELINE, LLC, ) ) Plaintiffs, ) v. ) C.A. No. 2025-0912-MTZ ) AIR PRODUCTS AND CHEMICALS, INC., ) and AIR PRODUCTS MANUFACTURING ) LLC, ) ) Defendants. ) MEMORANDUM OPINION Date Submitted: January 16, 2026 Date Decided: July 6, 2026 Lauren Dunkle Fortunato, Jason W. Rigby, Alyssa T. Atkisson McKeever, YOUNG CONAWAY STARGATT & TAYLOR, LLP, Wilmington, Delaware; Matthew G. Mrkonic, Tucker R. Hunter, HONIGMAN LLP, Detroit, Michigan, Attorneys for Plaintiffs. John L. Reed, Michael A. Carbonara, Jr., DLA PIPER LLP (US), Wilmington, Delaware; Steven M. Rosato, DLA PIPER LLP (US), New York, New York, Attorneys for Defendants. ZURN, Vice Chancellor.  Two major players in the alternative fuel industry teamed up to convert a gas refinery to make renewable jet fuel. As in many ventures, one side was to do the work, and the other side was to help pay for it. The payor did not pay, so the worker did not work. The payor came to this Court seeking a mandatory injunction requiring the worker to make repairs to the refinery. I denied the requested relief from the bench, and promised a written explanation.1 This opinion provides that explanation, and grants the defendants’ motion to dismiss. I. BACKGROUND2 Plaintiffs World Energy, LLC (“WE LLC”), World Energy Los Angeles, LLC (“WELA”), AltAir Paramount, LLC (“AltAir”), and Paramount Pipeline, LLC (“Paramount Pipeline,” and together with WE LLC, WELA, and Alt Air, “World Energy”) operate biodiesel manufacturing plants throughout the United States.3 World Energy is a pioneer in the production of sustainable aviation fuel.4 AltAir owns and operates the Paramount, California-based fuel refinery at the center of this 1 D.I. 36; D.I. 37. 2 I draw the following facts from the Verified Complaint, and the documents attached to or integral to it. See Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 860 A.2d 312, 320 (Del. 2004). Citations in the form “Carbonara Aff.” refer to the affidavit of Michael A. Carbonara, Jr., available at D.I. 24. Citations in the form of “Hr’g Tr. —” refer to the transcript for the oral argument on the motions, available at D.I. 38. 3 D.I. 1 [hereinafter “Compl.”] ¶ 46. 4 Id. ¶ 62. 2 action (the “Paramount Facility”).5 In March 2018, World Energy acquired AltAir and the Paramount Facility with the aim of converting it from a petroleum refinery into “one of the most innovative and largest [sustainable] fuel refineries in the world.”6 World Energy needed a hydrogen supplier for the Paramount Facility. 7 In 2019, it entered into a supply agreement with defendant Air Products and Chemicals, Inc. (“APC,” and together with defendant Air Products Manufacturing LLC “Air Products”), a global industrial gases supplier and leader in energy transition.8 World Energy and Air Products saw additional opportunity to develop the Paramount Facility together.9 In March 2020, AltAir and Air Products entered into an agreement by which Air Products would “optimize existing Paramount Facility operations” on what would be called “Plant A,” and “design, engineer, and construct certain expansions” on what would be called “Plant B.”10 The project got off to a rough start, with delays and cost overruns continuing well into 2023.11 World 5 Id. ¶¶ 48–52. 6 Id. 7 Id. ¶¶ 55–57. 8 Id. ¶¶ 47, 58–61, Ex. 10. 9 Compl. ¶¶ 62–66. 10 Id. ¶¶ 69, 70, Ex. 3. 11 Compl. ¶¶ 79–92. 3 Energy alleges Air Products had overstated its expertise, and blames Air Products for those issues.12 Yet World Energy opted to entrust Air Products with more responsibility. In early 2023, the parties began exploring a path for World Energy to sell the Plant A assets and “hand over daily operations” at the Paramount Facility to Air Products.13 On November 14, the parties executed a suite of agreements to that effect.14 The Master Project Agreement and the Credit Agreement are central to this action. A. The Master Project Agreement And Credit Agreement The Master Project Agreement amended and restated the 2020 agreement in its entirety.15 Air Products would perform optimization and expansion work on Plant A and Plant B.16 Air Products was also required to “use commercially reasonable efforts to cooperate with World Energy, as reasonably requested by World Energy,” to “assist World Energy to secure working capital finance.”17 World Energy would help pay for Air Products’ work through two monthly payments: (1) a monthly operating fee (the “MOF”), consisting of Air Products’ 12 Id. 13 Id. ¶¶ 93–94. 14 Id. ¶¶ 94–98. 15 Compl. Ex. 1 [hereinafter “Master Project Agreement”] at 1. 16 Id. §§ 2.1–2.2. 17 Id. § 32.15. 4 “actual out-of-pocket costs and expenses”; and (2) a monthly fixed fee (the “MFF”), representing a fixed “rate of return of 4.5% on the asset acquisition cost and other capitalized costs.”18 Both payment obligations began accruing as soon as Air Products began its work on Plant A.19 Both payments were due within thirty days of receiving an invoice at the beginning of each month.20 World Energy was entitled to dispute invoiced amounts in good faith within one year of the invoice date, but had to pay any undisputed amount within thirty days of the invoice.21 While World Energy could “dispute proposed adjustments and calculations,” it could not “otherwise challenge the obligation to pay the MFF.”22 In the event of a dispute, World Energy was required to “set forth the basis for its dispute” and provide “supporting documentation with respect to the amount disputed.” 23 The monthly payments were material to the Master Project Agreement. Section 8.2(B) expressly conditioned Air Products’ performance on timely payments of all undisputed MOF and MFF invoice amounts.24 If World Energy failed to pay 18 Compl. ¶ 103; Master Project Agreement §§ 8.1, 9.2, 9.3, 9.5, Attachment B, Attachment K. 19 Master Project Agreement §§ 9.3, 9.5. 20 Id. § 8.1. 21 Id. § 8.2(A). 22 Id. 23 Id. 24 Id. § 8.2(B). 5 those undisputed amounts within fifteen days of their due date, Air Products was entitled to suspend performance upon providing forty-five days’ written notice.25 And if World Energy failed to remedy a missed MFF payment within ninety days of receiving that written notice, it would be deemed in “Material Breach.”26 Under Section 18.1(B), “[i]f a non-breaching Party believes that the other Party is in Material Breach,” it must “promptly notify the other Party in writing, and in reasonable detail, of the substance of, and basis for, its belief that a Material Breach . . . has occurred.”27 If a Material Breach remained unremedied throughout the applicable notice and cure period, the non-breaching party could then “immediately terminate” the Master Project Agreement upon providing a termination notice.28 Under Section 18.2, the parties must also provide written notice of, and an opportunity to cure, any “Ordinary Breach.”29 Under the Credit Agreement, Air Products also agreed to loan World Energy up to $270 million.30 The principal amount was split up into two tranches: $180 25 Id. 26 Id. §§ 18.1(A)–(i). 27 Id. § 18.1(B). 28 Id. 29 Id. § 18.2. 30 See Compl. Ex. 6 [hereinafter “Credit Agreement”]. 6 million upon closing of the Credit Agreement and $90 million in January 2024.31 World Energy received the loan in full.32 The interest rate on the loan “[p]rior to the Plant B Commencement Date” was set at 15%.33 Interest payments were due on the last day of each calendar month.34 Nonpayment, coupled with a failure to remedy the default within three business days, constituted an “Event of Default.”35 Per Section 8, upon an Event of Default, Air Products was entitled to terminate its commitments and “declare the Loans then outstanding to be due and payable in whole,” with the aggregate principal, accrued interest, and other fees “automatically [] due and payable, without presentment, demand, protest or other notice of any kind.”36 31 Id. §§ 2.1(a)–(b). 32 See Carbonara Aff. Ex. B [hereinafter “Forbearance Agreement”] § 1.02(b) (“As of July 2, 2024, (i) the aggregate principal amount of Loans outstanding under the Credit Agreement was not less than $270,000,000 (which amount does not include fees, expenses, interest, or other amounts chargeable or otherwise reimbursable under the Loan Documents) . . . .”). 33 Credit Agreement §§ 1.1, 2.10(a). 34 Id. §§ 1.1, 2.10(c). 35 Id. § 8(b). 36 Id. § 8. 7  B. World Energy Defaults; The Parties Execute a Forbearance Agreement. World Energy defaulted immediately and repeatedly. The parties memorialized that reality in a Forbearance Agreement dated July 10, 2024.37 World Energy “acknowledge[d] and agree[d]” that it had breached its payment obligations under both the Master Project Agreement and the Credit Agreement since November 2023, and that it would likely remain in default through September 2024.38 As of July 2024, World Energy’s missed payments totaled nearly $19 million.39 World Energy also acknowledged that Air Products had “fully and timely performed all of [its] obligations and duties under the Agreements . . . and ha[d] acted reasonably and in good faith under the circumstances.”40 “In reliance upon” those acknowledgements, Air Products agreed to “forbear from exercising any rights or remedies that it may have against [World Energy] or [its] respective assets and properties, in each case solely as a result of the occurrence of the Specified Defaults,” until September 30, 2024.41 37 See Forbearance Agreement. 38 Id. §§ 1.01(b)–(c). 39 Id. §§ 1.02(b), (d). 40 Id. § 1.03. 41 Id. §§ 2.01, 2.03(g). 8  C. Activist Investors Target Air Products, And The Parties Execute The Second Amendment To The Credit Agreement. In mid-2024, Air Products became the target of activist investor campaigns.42 One campaign assailed the World Energy project as “Exhibit A” of Air Products’ mismanagement.43 Air Products focused on monetizing that project.44 It pushed for an amendment to the Credit Agreement that would change certain provisions governing the disposition and distribution of assets.45 According to the Complaint, Air Products threatened to “stop working with World Energy to obtain working capital financing,”46 and promised to provide another forbearance agreement if World Energy executed the Second Amendment.47 The parties executed the Second Amendment to the Credit Agreement on September 30, 2024.48 It recites that “the Borrower [i.e., AltAir] has requested that [Air Products] amend certain provisions of the Credit Agreement.”49 The parties did not enter into another forbearance agreement.50 42 Compl. ¶ 144; see also id. Ex. 9. 43 Compl. ¶ 165. 44 Id. ¶ 146. 45 Id. ¶¶ 147–50; Carbonara Aff. Ex. C. 46 Compl. ¶¶ 151–53. 47 Id. ¶ 156. 48 Id. ¶ 154; Carbonara Aff. Ex. C. 49 Carbonara Aff. Ex. C at 1. 50 Compl. ¶ 156. 9  D. World Energy Continues To Default; Air Products Exercises Its Remedies. World Energy remained in default after the forbearance period. Between October 2024 and February 2025, Air Products sent World Energy nine default notices pursuant to the Master Project Agreement, and six default notices pursuant to the Credit Agreement.51 The Master Project Agreement notices explained that World Energy had not provided any grounds to dispute the invoiced amounts, that Air Products was entitled to suspend performance after forty-five days, and that Air Products was entitled to terminate the Master Project Agreement after ninety.52 The Credit Agreement notices explained that Air Products “expressly reserve[d] the right” to exercise any and all remedies available under the Credit Agreement “at any time.”53 In late January 2025, a new slate of directors was elected to Air Products’ board.54 The new leadership commanded a shift away from energy transition projects.55 In early February, Air Products told World Energy it was not going forward with the Plant A optimization work.56 On February 24, Air Products 51 See Carbonara Aff. Exs. G–U. 52 Carbonara Aff. Exs. G–O. 53 Carbonara Aff. Exs. P–U. 54 Compl. ¶ 163. 55 Id. ¶¶ 163–69. 56 Id. ¶¶ 170–72. 10 publicly announced the termination of three energy transition projects, including the World Energy project.57 The same day, Air Products sent World Energy written notice that it was terminating the Master Project Agreement, effective immediately.58 The termination notice explained that World Energy’s MFF defaults constituted “a Material Breach under Section 18.1(A)(i),” and entitled Air Products to terminate the Master Project Agreement under Section 18.1(B)(i).59 Later that week, the parties elected to move forward with a planned “February 2025 turnaround” so that Air Products could “hand back the keys” to World Energy.60 World Energy claims Air Products promised as part of that turnaround work to repair the “12-D Rack,” a “support rack that holds up utility lines” necessary for Plant A’s operations.61 Air Products and its subcontractor “completed the necessary pre-work for the 12-D Rack repair,” including the removal of external bracing and scaffolding.62 But Air Products did not complete the repair.63 The 12- 57 Id. ¶ 167. 58 Id. ¶ 173; see Carbonara Aff. Ex. V. 59 Carbonara Aff. Ex. V at 1. 60 Compl. ¶ 176–77. 61 Id. ¶¶ 178, 179. 62 Id. ¶ 186. 63 Id. ¶ 187. 11 D Rack sits unusable, rendering the Paramount Facility’s only “continuously-active” environmental remediation system inoperable.64 On March 26, over a month after Air Products’ termination notice, World Energy sent two letters challenging the termination.65 The first claimed the “sole purported ground” for termination—the MFF payments—was invalid because the payments were “the subject of a good faith dispute by World Energy and therefore [we]re not due.”66 It also claimed Air Products, not World Energy, “Materially Breached the [Master Project Agreement] and, through its own wrongful conduct, prevented World Energy from being able to pay the [MFF].”67 The letter demanded that “Air Products immediately withdraw its repudiation and improper termination of the [Master Project Agreement] and confirm in writing that it will comply with all of its contractual obligations.”68 World Energy also sent Air Products a formal notice of breach of the Master Project Agreement.69 The notice advised of: (1) a material breach of Section 2.1(D) by failing to complete and fund, and then by repudiating, the Paramount Facility 64 Id. ¶¶ 190–91. 65 Compl. ¶ 193, Ex. 12; Carbonara Aff. Ex. X. 66 Carbonara Aff. Ex. X at 2. 67 Id. 68 Id. at 3–4. 69 See Compl. Ex. 12. 12 expansion project; (2) an ordinary breach of Sections 2.2, 2.3, 4.1, and 16.1 by failing to comply with “specific obligations related to the [w]ork”; and (3) an ordinary breach of Section 32.15 by failing to assist World Energy in securing working capital, as reasonably requested.70 The notice repeated World Energy’s demand that Air Products immediately withdraw termination and perform.71 Air Products responded on March 31.72 It raised World Energy’s failure to meet its financial commitments, properly dispute the MFF invoiced amounts, or provide notice of any breach prior to termination.73 It maintained the termination was valid because “[f]or some time, Air Products has been the only party performing under the [Master Project] Agreement.”74 That same day, Air Products also sent written notice that it was accelerating all amounts due under the Credit Agreement.75 Air Products demanded immediate payment of $313,568,095.01.76 World Energy refused to pay.77 70 Id. 71 Id. at 4. 72 See Carbonara Aff. Ex. Y. 73 Id. 74 Id. at 4. 75 See Carbonara Aff. Ex. Z. 76 Id. at 2. 77 Compl. ¶ 175. 13  E. Air Products Files Suit In New York. On April 29, Air Products filed a motion for summary judgment in lieu of complaint against World Energy in New York state court.78 The motion sought a $312 million judgment under a guaranty agreement (the “Guaranty”), in which WE LLC irrevocably and unconditionally guaranteed all payments owed by AltAir under the Credit Agreement.79 Both the Credit Agreement and the Guaranty contain New York forum selection and choice of law provisions.80 On September 19, 2025, the New York court granted the motion in its entirety.81 Relevant here, the court rejected World Energy’s argument that “the applicable interest rate was 4.5%, not 15%” under the Credit Agreement.82 Specifically, it concluded “the Credit Agreement unambiguously sets the ‘Applicable Rate’ at 15% and permits modifications only through a signed writing.”83 78 Id. ¶ 203. 79 Id. ¶ 204; see Carbonara Aff. Ex. A [hereinafter “Guaranty”] § 1. 80 Credit Agreement § 10.9; Guaranty § 13.9. 81 See Air Prods. & Chems., Inc. v. World Energy, LLC, 2025 WL 2682969, at *4 (N.Y. Sup. Ct. Sept. 19, 2025). 82 Id. at *3. 83 Id. 14  World Energy appealed. On April 9, 2026, the Appellate Division affirmed the judgment below.84 On May 11, World Energy moved for leave to further appeal the judgment to the Court of Appeals of the State of New York.85 F. This Litigation On August 8, 2025, World Energy filed a Verified Complaint (the “Complaint”), along with a motion for preliminary injunction.86 Counts I and II are breach of contract claims seeking specific performance of the Master Project Agreement. Both counts also seek preliminary and permanent injunctive relief requiring Air Products to “restore and maintain the status quo operations of the Paramount facility,” with a focus on restoring the 12-D Rack to operation.87 Count III alleges a breach of the implied covenant of good faith and fair dealing. Count IV alleges mutual mistake and seeks reformation of the Credit Agreement, particularly its 15% interest rate before the Plant B Commencement Date. Count V alleges Air Products fraudulently induced World Energy into executing the Second Amendment. Count VI seeks a declaration that World Energy has not breached any of its agreements with Air Products, that Air Products’ default 84 D.I. 40; D.I. 41; see Air Prods. & Chems., Inc. v. World Energy, LLC, 256 N.Y.S.3d 17 (N.Y. App. Div. 2026). 85 D.I. 41. 86 D.I. 1. 87 Compl. ¶¶ 226, 235. 15 and termination notices are invalid, and that Air Products is not entitled to relief for World Energy’s breaches. Count VII asserts a claim for promissory and equitable estoppel. Air Products moved to dismiss the Complaint on September 2, 2025. 88 The parties briefed the motion for preliminary injunction and motion to dismiss by November 18.89 I heard oral argument on January 16, 2026.90 I denied the motion for preliminary injunction from the bench, with a promise to provide a subsequent explanation, and took the motion to dismiss under advisement the same day.91 II. ANALYSIS World Energy seeks relief for breach of contract, including a mandatory injunction requiring Air Products to fix the 12-D Rack and perform other work at the Paramount Facility.92 To obtain that extraordinary and final relief, World Energy must state a claim for breach of contract, then prevail on its merits as a matter of law on undisputed facts.93 World Energy has done neither. Air Products properly 88 D.I. 16. 89 D.I. 17; D.I. 19; D.I. 24; D.I. 27; D.I. 29. 90 D.I. 37; see Hr’g Tr. 91 D.I. 36; D.I. 37. 92 See Compl. at Prayer for Relief. 93 See Alpha Nat. Res., Inc. v. Cliff’s Nat. Res., Inc., 2008 WL 4951060, at *2 (Del. Ch. Nov. 6, 2008) (“[Granting a mandatory injunction] requires, in addition, a showing that the petitioner is entitled as a matter of law to the relief it seeks based on undisputed facts.”); C & J Energy Servs., Inc. v. City of Miami Gen. Empls., 107 A.3d 1049, 1053–54 (Del. Ch. 16 terminated the Master Project Agreement after World Energy repeatedly breached it. World Energy’s breaches were unjustified and unexcused. World Energy has not pled a claim for breach of contract that can support mandatory injunctive relief. A. Merits The pleading standards under Delaware law are “minimal.”94 On a motion to dismiss under Rule 12(b)(6), the Court must “accept all well-pleaded factual allegations in the complaint as true, accept even vague allegations in the complaint as well-pleaded if they provide the defendant notice of the claim, [and] draw all reasonable inferences in favor of the plaintiff.”95 The Court will grant a Rule 12(b)(6) motion if the “plaintiff could not recover under any reasonably conceivable set of circumstances susceptible of proof.”96 The Court need not “accept as true conclusory allegations without specific supporting factual allegations.”97 The Court 2014) (“To issue a mandatory injunction requiring a party to take affirmative action . . . the Court of Chancery must either hold a trial and make findings of fact, or base an injunction solely on undisputed facts.”). 94 Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 536 (Del. 2011). 95 Id. 96 Id. 97 In re Gen. Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (internal quotation marks and citations omitted). 17 is not “required to accept every strained interpretation of the allegations proposed by the plaintiff.”98 1. Breach of Contract The elements of a claim for breach of contract are familiar: “(i) a contractual obligation, (ii) a breach of that obligation by the defendant, and (iii) a causally related injury that warrants a remedy, such as damages or in an appropriate case, specific performance.”99 No path to recovery is available unless the plaintiff “demonstrate[s] that it substantially complied with all of the provisions of the contract.”100 World Energy did not substantially comply with its obligations under the Master Project Agreement. World Energy’s primary obligation was to pay the MOF 98 Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001). 99 AB Stable VIII LLC v. MAPS Hotels & Resorts One LLC, 2020 WL 7024929, at *47 (Del. Ch. Nov. 30, 2020), aff’d, 268 A.3d 198 (Del. 2021). 100 Preferred Inv. Servs., Inc. v. T & H Bail Bonds, Inc., 2013 WL 3934992, at *10 (Del. Ch. July 24, 2013) (citing Commonwealth Constr. Co. v. Cornerstone Fellowship Baptist Church, Inc., 2006 WL 2567916, at *19 (Del. Super. Aug. 31, 2006)), aff’d sub nom. Preferred Inv. Servs., Inc. v. T & H Bail Bond, Inc., 108 A.3d 1225 (Del. 2015); see AQSR India Private, Ltd. v. Bureau Veritas Hldgs., Inc., 2009 WL 1707910, at *7 (Del. Ch. June 16, 2009) (“It is a basic principle of contract law, however, that to be entitled to specific performance, which is an equitable remedy that rests in the discretion of the court, the party seeking specific performance must have substantially performed under the contract herself.” (citations omitted)); CLP Toxicology, Inc. v. Casla Bio Hldgs. LLC, 2021 WL 2588905, at *12 (Del. Ch. June 14, 2021) (“To recover for damages, the plaintiff must demonstrate that he substantially complied with all provisions of the contract.” (citing Shah v. Am. Sols., Inc., 2012 WL 1413593, at *2 (Del. Super. Mar. 8, 2012)). 18 and MFF.101 World Energy repeatedly failed to do so. By its own “free[] and voluntar[y]” acknowledgement in the Forbearance Agreement, World Energy breached the Master Project Agreement by “fail[ing] to pay in full the MFF payments due April 10, 2024, May 1, 2024, May 31, 2024, and July 1, 2024.”102 And in that same agreement, World Energy warned of anticipated future breaches.103 That warning came true; the record shows World Energy continued to breach its payment obligations every month between October 2024 and February 2025.104 World Energy does not plead, and the record does not suggest, that it cured those breaches at any point. World Energy responds by invoking the prevention doctrine, arguing its nonperformance is excused because Air Products engaged in conduct that prevented it from making timely payments: specifically, that Air Products did not do the work necessary to make the Paramount Facility profitable.105 It is well settled that “the failure of a plaintiff to have performed his own obligation will be excused if he was 101 Master Project Agreement §§ 8.1, 9.2, 9.3, 9.5. 102 Forbearance Agreement §§ 1.01(b)(ii), 3.01. 103 Id. § 1.01(c)(i). 104 Carbonara Aff. Exs. G–O. 105 See D.I. 27 at 11–12 (“[I]f Air Products had fulfilled its obligations to optimize and operate the facility’s production operations, it is undisputed that those operations would have generated millions of dollars of free cash flow . . . .”). 19 prevented by the other party from performing his obligation.”106 “[T]he doctrine is based on the long-established principle of law that a party should not be able to take advantage of its own wrongful act.”107 For the doctrine to apply, World Energy must show that Air Products’ conduct “contributed materially” to World Energy’s defaults.108 But if the defaults would have occurred “regardless of the lack of cooperation, the failure of performance did not contribute materially . . . and the rule does not apply.”109 For defaults before September 30, 2024, the Forbearance Agreement is fatal to World Energy’s argument.110 There, World Energy acknowledged that Air 106 Wells v. Lee Builders, Inc., 99 A.2d 620, 621 (Del. 1953) (citations omitted); see also WaveDivision Hldgs., LLC v. Millennium Digital Media Sys., L.L.C., 2010 WL 3706624, at *14 (Del. Ch. Sept. 17, 2010) (“It is an established principle of contract law that ‘[w]here a party’s breach by nonperformance contributes materially to the non-occurrence of a condition of one of his duties, the non-occurrence is excused.’” (quoting Restatement (Second) of Contracts § 245 (1981))); Mobile Commc’ns Corp. of Am. v. MCI Commc’ns Corp., 1985 WL 11574, at *4 (Del. Ch. Aug. 27, 1985) (“[A] party may not escape contractual liability by reliance upon the failure of a condition precedent where the party wrongfully prevented performance of that condition precedent.”). 107 13 Richard A. Lord, Williston on Contracts § 39:6 (4th ed. 2024). 108 See Snow Phipps Gp., LLC v. KCAKE Acq., Inc., 2021 WL 1714202, at *52 (Del. Ch. Apr. 30, 2021). 109 In re Anthem-Cigna Merger Litig., 2020 WL 5106556, at *90 (Del. Ch. Aug. 31, 2020) (internal quotation marks omitted) (quoting Restatement (Second) of Contracts § 245 cmt. b (1981)). 110 The Forbearance Agreement is governed by New York law. See Forbearance Agreement § 6.03. World Energy asserts that under New York law, the Forbearance Agreement’s “admission of liability” does not bar its claims or defenses. D.I. 34; see Berkshire Bank v. Fawer, 130 N.Y.S.3d 666, 666 (N.Y. App. Div. 2020). That does not mean the fact of the Forbearance Agreement and its contractual acknowledgements are 20 Products “fully and timely performed all of [its] obligations and duties under the Agreements . . . and ha[d] acted reasonably and in good faith under the circumstances.”111 That unambiguous language forecloses the conclusion that Air Products interfered wrongfully or in bad faith with World Energy’s ability to pay. Wells v. Lee Builders, Inc. is instructive.112 There, a buyer sought specific performance of a land sale contract, even though he was required to move a house off the parcel before closing and had not done so.113 The buyer argued his nonperformance should be excused because the sellers had prevented the buyer from moving the house.114 The Delaware Supreme Court concluded any prevention of the buyer’s performance by the seller “was made immaterial by” an intervening agreement.115 The agreement contained a “recital of fact” that “certain unforeseen difficulties have caused unavoidable delays in the fulfillment by both the sellers and the buyer of their respective obligations.”116 Its effect “was to wipe out . . . any action on [the sellers’] part which tended to prevent performance by the plaintiff of irrelevant to this Court’s analysis of a claim for breach of a contract governed by Delaware law. 111 Forbearance Agreement § 1.03. 112 99 A.2d 620, 621–25 (Del. 1953). 113 Id. at 621. 114 Id. 115 Id. at 622. 116 Id. 21 its obligation.”117 Here, as in Wells, the Forbearance Agreement “wipe[s] out” any alleged breach or bad faith conduct by Air Products that would excuse World Energy’s nonperformance.118 And World Energy is “precluded” by its own factual recitals “from contending to the contrary.”119 That leaves Air Products’ conduct after September 30, 2024, until Air Products terminated the Master Project Agreement.120 World Energy’s primary argument is that Air Products “starve[d] World Energy of revenue that [it] needed” to make its monthly payments, and then, having breached the contract itself, improperly repudiated its obligations.121 First, it contends Air Products breached by failing to complete the “2024 Plant A Expansion Shutdown”—which is how the Master Project Agreement labels the overall Plant A expansion work—by the end of 2024.122 But nothing in the contract mandates that deadline. World Energy relies entirely on the “2024” in the defined term to infer a December 31, 2024 deadline. But the Master Project Agreement explicitly states “that Air Products is not providing any schedule guarantee for the 117 Id. 118 Id. 119 Id. 120 See D.I. 34 at 3 (arguing “World Energy’s requested relief is entirely supported by Air Products’ post-[forbearance] conduct”). 121 D.I. 27 at 11. 122 Id. at 8–9. 22 completion of the Work or any component thereof in th[e] Agreement or otherwise.”123 That specific language controls.124 More fundamentally, World Energy’s payment obligations were not tied to the fruits of Air Products’ work.125 The obligations arose as soon as World Energy began working on Plant A, without regard to any operational milestones.126 If the 123 Master Project Agreement § 2.2(B). The 2024 Plant A Expansion Shutdown is a component of Air Products’ “Work.” The Master Project Agreement defines “Work” to include the “Construction . . . of the Plant A Expansion Assets.” Id. § 1.1. The term “Construction” is defined to “includ[e] the completion of the 2024 Plant A Expansion Shutdown.” Id.; see also Compl. ¶ 101. 124 See DCV Hldgs., Inc. v. ConAgra, Inc., 889 A.2d 954, 961 (Del. 2005) (“Specific language in a contract controls over general language, and where specific and general provisions conflict, the specific provision ordinarily qualifies the meaning of the general one.” (citations omitted)). 125 See, e.g., Desktop Metal, Inc. v. Nano Dimension Ltd., 2025 WL 904521, at *37 (Del. Ch. Mar. 24, 2025) (finding the prevention doctrine applicable where a party to a merger agreement “delay[ed] CFIUS approval in breach of the Merger Agreement”); Murphy Marine Servs. of Del., Inc. v. GT USA Wilm., LLC, 2022 WL 4296495, at *12 (Del. Ch. Sept. 19, 2022) (“If GT’s performance was conditioned upon KPMG issuing a formal valuation, GT was obliged not to interfere with the exercise of KPMG’s discretion in reaching that valuation[.]”). 126 See Master Project Agreement §§ 9.2 (“The MFF shall be determined as follows, irrespective of the amount of Products produced by the Expansion Assets . . . .”); see id. §§ 9.3(A), 9.5 (providing that the MOF and MFF payments shall commence “on the Plant A Commencement Date”). The Master Project Agreement excused MFF payments in two scenarios: (1) upon the occurrence of a “MFF Deferral Event” which, by definition, must “occur[] after the completion of the 2024 Plant A Expansion Shutdown”; and (2) upon a “Material Breach” by Air Products, followed by its failure to cure the breach within sixty days of receiving a default notice. Master Project Agreement §§ 1.1, 18.1(A)(iii). Neither scenario applied to World Energy. The first did not apply because the 2024 Plant A Expansion Shutdown had not yet been completed. The second did not apply because World Energy did not provide Air Products notice or an opportunity to cure any purported breaches, as required by Section 18.1(A)(iii). 23 parties intended for World Energy to owe payments only after Plant A’s expansion work was complete or only after the work yielded a certain level of cash flow, they could have said so in the contract.127 They did not. They agreed to monthly payments untethered to performance or profit. And World Energy defaulted the very first month any such payment was owed.128 From there, World Energy argues Air Products breached its obligation to assist with working capital financing.129 That contention is not supported by the Complaint or the record. World Energy does not plead or identify a single instance after the forbearance period where it “requested,” but failed to receive, Air Products’ assistance in securing capital.130 127 World Energy alleges the parties had discussed and understood “that World Energy’s payment obligations would only kick in after Air Products completed the Plant A optimization work, thereby creating the value and additional cash flow necessary for World Energy to make interest payments.” Compl. ¶ 130; see also id. ¶¶ 9, 95. That is not what the contract says. See Master Project Agreement §§ 9.2, 9.3, 9.5. “It is well-established that ‘[if] a contract is unambiguous, extrinsic evidence may not be used to interpret the intent of the parties, to vary the terms of the contract or to create an ambiguity.’” ITG Brands, LLC v. Reynolds Am., Inc., 2019 WL 4593495, at *12 (Del. Ch. Sept. 23, 2019) (quoting Eagle Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997)). 128 Forbearance Agreement §§ 1.01(b)(i)–(ii). 129 D.I. 27 at 11. 130 Master Project Agreement § 32.15 (Air Products shall use commercially reasonable efforts to cooperate with World Energy, as reasonably requested by World Energy, in order to assist World Energy to secure working capital finance, subject to the limitations and restrictions set forth in the New Credit Facility and this Agreement.”). 24  World Energy’s next argument to avoid the consequences of its breaches relates to the contractual mechanics of termination. Section 8.2(B) of the Master Project Agreement provides that “except with respect to payments that are the subject of good faith disputes[,]” Air Products was entitled to suspend performance if a default remained unremedied for fifteen days after the payment due date, subject to forty-five days’ written notice.131 Air Products sent five written “Notice[s] of Potential Air Products Suspension” for every missed MFF payment between October 2024 and February 2025.132 Each of those missed payments, and failure to cure within ninety days, put World Energy in “Material Breach.”133 Under Section 18.1(B)(i), Air Products was then entitled to “immediately terminate” the Master Project Agreement upon providing a termination notice.134 It did so on February 24, 2025.135 World Energy presses that none of the missed MFF payments triggered a termination right because they were never “due” in the first place: World Energy contends they were “the subject of a good faith dispute.”136 Not so. The contract 131 Id. § 8.2(B). 132 See Carbonara Aff. Exs. G, H, J, L, N. 133 Master Project Agreement § 18.1(A)(i). 134 Id. § 18.1(B)(i). 135 Carbonara Aff. Ex. V. 136 See Carbonara Aff. Ex. X at 3. 25 permits World Energy to challenge only “proposed adjustments and calculations,” and not “the obligation to pay the MFF” itself.137 To raise that challenge, it must offer “supporting documentation with respect to the amount disputed.”138 And it must pay any “non-disputed” amounts on time, pending resolution of the purported dispute.139 World Energy did not follow those procedures before termination. World Energy did not make any cognizable challenge as to “proposed adjustments and calculations,” backed up by supporting documentation, and certainly did not identify and pay any undisputed amount.140 A bare assertion at this point that the payments “[we]re not ‘due’” because of “a good faith dispute” does no work for World Energy.141 Air Products was entitled to suspend performance and terminate the Master Project Agreement.142 Air Products’ performance under the Master Project Agreement was unambiguously conditioned on receiving monthly payments from World Energy.143 137 Master Project Agreement § 8.2(A). 138 Id. Id. (“World Energy will pay the non-disputed invoice by the original due date . . . and 139 may withhold payment of the disputed invoice amount pending resolution.”). 140 Id. 141 Carbonara Aff. Ex. X at 3. World Energy is correct that under Section 8.2(A), it was entitled to dispute an invoice “within the period of one year of the date of the invoice.” Master Project Agreement § 8.2(A). 142 See Master Project Agreement §§ 8.2(B), 18.1(B)(i). 143 Id. § 8.2(B). 26 World Energy failed to make those payments. And it failed to plead any circumstances excusing its defaults. Counts I and II are dismissed. It follows that Count VI, which seeks a declaration that World Energy has not breached any of the relevant agreements and is entitled to have Air Prod