Posts from May 2006

Court of Chancery Orders Parties to Modify Release Language in Settlement Agreement

Unisuper Ltd. v. News Corp., C.A. No. 1699-N, 2006 WL 1550809 (Del. Ch. May 31, 2006) News Corporation shareholder objected to settlement, arguing the release was overly broad. More › Share

Court of Chancery Grants Defendants' Motion to Dismiss Where Plaintiffs Asserted Derivative, Not Direct, Claim and Failed to Make Demand or Establish Demand Was Excused

Gatz v. Ponsoldt, C.A. No. 174-N, 2006 WL 1510467 (Del. Ch. May 26, 2006). Plaintiffs asserted direct claim arising from recapitalization. Defendants moved to dismiss, arguing that Plaintiffs' claim was actually derivative, not direct, and Plaintiffs had failed to make demand or establish demand was excused. More › Share

Court of Chancery Grants Summary Judgment for Defendants in Case Arising From Interpretation of Limited Partnership Agreement

Anglo American Security Fund, L.P. v. S.R. Global Int'l Fund, L.P., C.A. No. 20066-N, 2006 WL 1494360 (Del. Ch. May 24, 2006). Plaintiffs and defendants brought cross-motions for summary judgment on claims arising from disputes over interpretation of limited partnership agreement ("LPA"). More › Share

Court of Chancery Grants Motion for Summary Judgment in Favor of Arbitration of Dispute

Delta & Pine Land Co. v. Monsanto Co., C.A. No. 1970-N, 2006 WL 1510417 (Del. Ch. May 24, 2006). Plaintiff moved for summary judgment on its claim for arbitration of a dispute with Defendant. More › Share

District Court Denies Defendants' Motion to Dismiss Securities Class Action Pursuant to the Heightened Pleading Requirements of the PSLRA.

In re Veritas Software Corp. Securities Litig., C.A. No. 04-831-SLR (Consol.) (D. Del. May 23, 2006). Defendants moved to dismiss a consolidated securities class action that alleged violations of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 on the grounds that the plaintiffs failed to allege fraud with particularity as required by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). More ›

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Court of Chancery Grants Plaintiffs' Motion for Judgment on the Pleadings on Claim for Attorneys' Fees and Expenses Incurred in Bringing Action

Lillis v. AT&T Corp., C.A. No. 717-N, 2006 WL 1468709 (Del. Ch. May 22, 2006). Plaintiffs moved pursuant to Court of Chancery Rule 12(c) for judgment on the pleadings on one count of their complaint, which sought attorneys' fees and expenses incurred in bringing the case. More › Share

District Court Dismisses Breach of Contract and Misappropriation of Trade Secrets Action for Lack of Personal Jurisdiction

Childcraft Education Corp. v. Alice's Home, et al., C.A. No. 05-461 (GMS) (D. Del. May 22, 2006). Plaintiff filed complaint alleging breach of contract, miappropriation of trade secrets and unjust enrichment claims. Defendants moved to dismiss the action for lack of personal jurisdiction. More › Share

Court of Chancery Finds Majority Stakeholder, Chief Executive Officer and General Partner of Limited Partnership Breached His Fiduciary and Contractual Duties to Limited Partnership

McGovern v. General Holding, Inc., C.A. No. 1296-N, 2006 WL 1468850 (Del. Ch. May 18, 2006). Plaintiffs brought action individually and on behalf of limited partnership against 90% owner of limited partnership for, among other things, breach of fiduciary duty and breach of limited partnership agreement. More › Share

Superior Court Grants AT&T Corp. Leave to Appeal Interlocutory Order Granting Summary Judgment

AT&T Corp. v. Clarendon America Ins. Co., C.A. No. 04C-11-167(JRJ), 2006 WL 1360934 (Del. Super. Ct. May 18, 2006). On April 25, 2006, the Superior Court granted summary judgment in favor of multiple defendants. The plaintiff, AT&T, moved to certify an appeal pursuant to Rule 42, and the Superior Court granted AT&T leave to file and interlocutory appeal. On May 31, 2006, the Delaware Supreme Court accepted the interlocutory appeal as well. More › Share

Court of Chancery Finds Merger Between Controlling Stockholder and Subsidiary Unfair

Gesoff v. IIC Indus. Inc., C.A. No. 19473, 2006 WL 1458218 (Del. Ch. May 18, 2006). Plaintiff filed a class action, claiming a merger was the subject of unfair dealing and produced an unfair price. Another plaintiff filed a statutory appraisal claim based on the same merger. More › Share

2006 Bench and Bar Conference

Wednesday, June 7, 2006 Chase Center on the Riverfront 800 South Madison Street Wilmington, DE The 2006 Bench and Bar Conference begins at 10:30 a.m. with a seminar entitled "Professionalism and Ethics: Past, Present and Future". The seminar will end at 3:45 p.m. so that participants may join members of the Delaware State Bar Association at the DSBA Annual Meeting from 4:00 p.m. until 5:00 p.m. A cocktail reception and dinner will be held for all DSBA members immediately following the annual meeting. Share

Court of Chancery Orders Production of Documents in Books and Records Action

Sutherland v. Dardanelle Timber Co., C.A. No. 671-N (Del. Ch. May 16, 2006). Defendant objected to Master in Chancery's report granting relief to Plaintiff on majority of her requests in Section 220 action. Plaintiff objected to Master in Chancery's narrowing the scope of documents she demanded. More › Share

Superior Court Denies Plaintiff's Motion for Reargument of Dismissal of Case for Failure to Substitute Counsel

Street Search Partners, L.P. v. Ricon Int'l., L.L.C., C.A. No. 04C-09-191-PLA, 2006 WL 1313859 (Del. Super. Ct. May 12, 2006). Following the court's earlier decision granting defendant's motion to dismiss, the plaintiff moved for reargument. Because the court did not misapprehend the law or the facts in its previous decision, the motion for reargument was denied. More › Share

Court of Chancery Grants Motion to Enforce Confidentiality Provisions of Rule 174

Delaware TCMP3 Partners LLP v. Centerpoint Corp., C.A. No. 170-N, 2006 WL 1388751 (Del. Ch. May 10, 2006). Parties to a mediation agreement moved to enforce the confidentiality provisions of Court of Chancery Rule 174. More › Share

Court of Chancery Denies Request for Two-Tier Confidentiality Order

In re Transkaryotic Therapies, Inc., C.A. No. 1554-N, 2006 WL 1388749 (Del. Ch. May 10, 2006). Respondent in appraisal action sought two-tier, rather than one-tier, confidentiality order. More › Share

Court of Chancery Grants In Part Motion To Dismiss Class and Derivative Complaint

Khanna v. McMinn, C.A. No. 20545-NC, 2006 WL 1388749 (Del. Ch. May 9, 2006). Defendants moved to dismiss class and derivative complaint under Court of Chancery Rules 23.1 and 12(b)(6). Defendants also moved to disqualify the plaintiffs, to strike portions of the complaint and for continued sealing of the complaint. More › Share

Superior Court Finds that Plaintiffs' Medical and Scientific Evidence that Exposure to Automotive Friction Products Increases the Risk of Contracting an Asbestos-related Disease is Sufficiently Reliable Under the Daubert Test

In re Asbestos Litigation, C.A. No. 77C-ASB-2, 2006 WL 1231123 (Del. Super. Ct. May 9, 2006). DaimlerChrysler Corporation ("Chrysler") moved in limine to exclude plaintiffs' friction products (ie. brake and clutch products) causation expert witnesses as unreliable under the Daubert standard. The Court denied Chrysler's motion. More › Share

Court of Chancery Denies Plaintiff's Motion for Declaratory Judgment, Specific Performance and Damages Resulting From Alleged Breaches of Licensing Agreements

Shadewell Grove IP, LLC v. Mrs. Fields Franchising, LLC, C.A. No. 1691-N, 2006 WL 1375106 (Del. Ch. May 8, 2006). Plaintiff Shadewell Grove IP, LLC sought declaratory judgment, specific performance and damages resulting from Defendant Mrs. Fields Franchising, LLC's alleged breaches of three licensing agreements. More › Share

District Court Issues Show Cause Order to Determine Whether Tort Action Should Be Dismissed for Failure to Prosecute

Cherry Line, S.A. v. Muma Services f/k/a Murphy Marine Services, Inc., C.A. No. 03-199-JJF, 2006 U.S. Dist. Lexis 29818 (D. Del. May 8, 2006). Defendant filed a motion for sanctions and for dismissal for failure to prosecute. More › Share

Superior Court Finds that Settlement Agreement Did Not Require Insurance Companies to Reimburse Insureds for Money Paid to Cover Shortfalls in Payments to The Center for Claims Resolution by Defaulting Members

I.U. North America, Inc. v. A.I.U. Ins. Co., 896 A.2d 880 (Del. Super. Ct. 2006). This case involved claims for breach of contract and for declaratory judgment and ancillary relief to determine the responsibility for payment of liabilities incurred as a result of numerous claims and actions seeking to recover damages allegedly due to exposure to asbestos resulting from the conduct of the plaintiffs. The plaintiffs, the insureds, argued that a settlement agreement to resolve coverage issues arising out of asbestos claims required insurer to indemnify insureds for payments on behalf of defaulting parties to settlements. The plaintiffs moved for summary judgment, and the Superior Court found that the settlement agreement did not require insurer to reimburse insureds for payments on behalf of defaulting parties. More › Share