Board directors for travel company Orbitz did not breach their fiduciary duties when they approved a services agreement in which the corporation promised to pay a shortfall to entities affiliated with its controlling shareholder if it does not process a guaranteed minimum of air, car and hotel reservations through the controlling shareholder, Delaware Court of Chancery Chancellor Andre G. Bouchard has ruled.
Travelport Ltd., which allegedly owned 48 percent of Orbitz Worldwide Inc., entered an agreement in February 2014 with Orbitz in which, among other provisions, Orbitz would be required starting Jan. 1, 2015, to meet a minimum guarantee of volume of bookings with Travelport or pay a shortfall fee.
