Whether, under Delaware law, the implied covenant of good faith and fair dealing applies to plaintiffs' breach of contract claim. Whether the trial court erred in its holding regarding defendants' motion for summary judgment regarding breach of contract, misrepresentations within a letter of intent, misrepresentations regarding contract amendment, and the Unfair and Deceptive Trade Practices Act. Whether the trial court erred in its holdings on 12(b)(6) motions to dismiss regarding claims of fraud by omission, promissory fraud, fraud, fraudulent inducement, and negligent misrepresentation. Whether the trial court abused its discretion in denying a party's request for leave to file a second amended complaint. Whether the trial court abused its discretion in a discovery order ruling under Business Court Rule 10.9. Whether claims alleging negligent misrepresentation must rise to the heightened pleading standard of Rule 9(b) of the North Carolina Rules of Civil Procedure.