Plaintiffs sought damages and other relief based on various claims, including breach of contract and the implied covenant of fair dealing, as well as fraud, in connection with NACCO’s failed attempt to acquire Applica. NACCO initially entered into a merger agreement with Applica which was subsequently terminated by Applica in favor of a purported superior proposal by another bidder. The Court granted defendants’ motion to dismiss the implied covenant claims, as well as plaintiffs’ equitable fraud and aiding and abetting breach of fiduciary duty claims. However, the Court denied the motion as to plaintiffs’ breach of contract, tortious interference with contract, fraud and civil conspiracy claims. The breach of contract claims were based, in part, on the “no-shop clause” of the merger agreement as well as a provision requiring prompt notice of the terms and status of another offer. The fraud claims were brought based on statements that the third party acquiror made in its Section 13(d) filings under the Securities Exchange Act of 1934. The civil conspiracy claim as it survived was brought against Applica in connection with the surviving fraud claim.