That's the question Delaware Vice Chancellor Strine faced in a recent case.

As distasteful as it may sound, sometimes the parties should be able to keep even lying out of the grasp of error-prone courts. That�s particularly so when you have two very sophisticated parties (here, private equity funds), both subject to reputational constraints in their industry, and a carefully drawn, thoroughly negotiated contract. Here�s a discussion of the court's thoroughly reasoned decision on this issue that, mistakenly I think, refuses to enforce the agreement.