Court of Chancery Dismisses Claims Against Former Director and Controlling Stockholder for Lack of Personal Jurisdiction

MacLaughlan v. Einheiber, C.A. No. 2024-1126-JTL (Del. Ch. Feb. 26, 2026)

By: Tyler O'Connell and Sarah Ennis

Plaintiff, a founder of the company at issue, obtained funding from an affiliate of defendant director Morris Goodman. After Goodman raised a potential corporate claim against the plaintiff for diverting profits, he and a colleague left the board.  Goodman filled the vacancies with individuals who serve as officers for two of his affiliates, who are investigating the diversion claim. Plaintiff then filed suit alleging the diversion claim is so unfounded that the two directors are breaching their fiduciary duties by investigating the diversion claims instead of dissolving the company. Goodman’s affiliate, which was the company’s controlling stockholder, moved to dismiss for lack of personal jurisdiction, because it had not engaged in any Delaware-directed act that could support jurisdiction under Delaware’s long-arm statute. Although Goodman consented to personal jurisdiction for claims relating to his service as a director, the complaint failed to state a viable claim against him in this capacity; rather, the complaint concerned actions that took place after he left the board. Accordingly, the Court found it lacked personal jurisdiction over Goodman as to the other claims. As such, the claims against Goodman and his affiliate were dismissed.