Delaware's Implied Covenant of Good Faith Governs Ethylene Supply Contract Dispute in First-of-Refusal Nomination Case

In Westlake Longview v. Eastman Chemical, the Texas Business Court granted in part and denied in part summary judgment on declaratory claims interpreting a Delaware-governed ethylene sales and exchange agreement, addressing whether Eastman must nominate all "Excess Ethylene Quantities" in annual and monthly processes and whether third-party spot sales exempt ethylene from nomination requirements. The memorandum opinion applies Delaware contract-interpretation principles—including freedom of contract, plain meaning, and objective construction—to construe a right-of-first-refusal structure governing ethylene production, purchase, and pipeline exchange rights following Eastman's sale of polyethylene facilities to Westlake.