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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.

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Showing 15 posts from October 2005.

Superior Court Holds that a California Company that Places a Product in the "Stream of Commerce" Does Not Have Sufficient Contacts with Delaware for the Court to have Personal Jurisdiction over the Defendant

Sheer Beauty, Inc. v. Mediderm Pharmaceuticals & Laboratories, C.A. No. 05C-02-174 MMJ, 2005 WL 3073670 (Del. Super. Ct. Oct. 27, 2005). The plaintiff brought a claim against the defendant for breach of contract, fraudulent misrepresentation, negligent misrepresentation, consumer fraud, and breach of express and implied warranties. The defendant, whose principle place of business was in California, moved to dismiss for lack of personal jurisdiction, and the court granted the defendant's motion More ›

Court of Chancery Finds LLC Member Had Standing To Bring Derivative Claims On Behalf Of LLC, But That Her Claims Were Subject To Arbitration

Ishimaru v. Fung, C.A. No. 929, 2005 WL 2899680 (Del. Ch. Oct. 26, 2005). Plaintiff, a member of Paradigm Financial Products International LLC, sought to assert a cause of action on behalf of Paradigm against Defendant Ivy Asset Management Corp. for breach of contract. Ivy Asset moved to dismiss for lack of subject matter jurisdiction. More ›

Federal Court Dismisses Claim That Conversion Price Reduction For Preferred Stock Was A "Purchase" Under Section 16(b)

Posted In Case Summaries
Morrison v. Madison Dearborn Capital Partners III, L.P.., 389 F.Supp.2d 596 (D.Del. 2005). . This is a shareholder derivative action to recover short-swing profits derived from insider trading activity of XM Radio stock by a group of defendants ("MDP") and XM Radio ("XM"). Defendants filed Motions to Dismiss under Fed. R. Civ. P. 12(b)(6). Jurisdiction for the action was laid under 28 U.S.C. §1331 and 15 U.S.C. §78aa. Neither personal jurisdiction, nor venue was contested. The Court granted the Motions to Dismiss. At issue was MDP's acquisition of 50,000 Redeemable Convertible Preferred Stock ("Preferred Stock") of XM at $1,000 per share, in 2000. The share exchange price was initially set at $26.50 per share of common stock. A trigger in the duly filed Certificate of Designations permitted adjustment of the conversion price to preserve the value of the conversion privilege on the occurrence of specified events. The specified events included stock-splits, issue of dividends or issue of common stock because they would dilute the conversion of preferred stock to common stock. Due to events prior to 2003, the preferred stock price was adjusted to $19.68 from $26.50, corresponding to an exchange of 50,000 preferred stock for 5.6 million shares of common stock. Within 6 months of the June 2003 conversion, MDP sold 2.7 million shares of XM stock unrelated to its preferred stock acquisition. More ›

Court of Chancery Vacates Arbitration Panel's Award

Travelers Ins. Co. v. Nationwide Mut. Co., C.A. No. 20418, 2005 WL 2896713 (Del. Ch. Oct. 25, 2005). Plaintiff, insurer of motorist, sued Defendant, insurer of tortfeasor, to enforce arbitration award. Defendant moved for summary judgment. More ›

Federal Court Denies Transfer of Venue Applying Jumara Balancing Test

Ace Capital v. Varadam Foundation, 392 F.Supp.2d. 671 (D.Del. 2005). This action arose under the admiralty and maritime jurisdiction of the Federal Court. Marine insurers Ace Capital filed in the United States District Court for the District of Delaware for declaratory judgment against the insured, Varadam Foundation, a Delaware corporation, and Jaime Jalife, the owner of the vessel, a citizen of Mexico. The suit was filed to seek a determination that the marine policy between the parties excluded coverage for damages sustained by the insured's vessel. Defendant Varadam moved to transfer the venue to Florida pursuant to 28 U.S.C. § 1404(a). The Court denied the motion applying the Jumara v. State Farm Ins. Co., 55 F.3d 873, 879 (3d Cir. 1995) balancing test. More ›

Federal Court Sets Aside Judgment of Dismissal and Reopens Judgment To Enter Settlement Agreement On Record

Money Centers of America, Inc. v. Regen, No. Civ. A. 04-1516-KAJ, 2005 WL 2663709 (D.Del. Oct. 17, 2005). Plaintiff filed a Motion To Vacate Dismissal and to enforce a Settlement Agreement that the parties had entered into earlier. Regen and Coast ATM (collectively "Defendants") contested subject matter jurisdiction. The Court vacated dismissal to the extent requested by the plaintiff. Plaintiff requested the court to: (1) reopen the case; (2) enter the settlement agreement ("Agreement") between the parties on the record; (3) permit plaintiff to depose Defendant Regen, his wife, Helene Regen, and a representative of Coast ATM ("Coast"), a joint defendant and; (4) permit Plaintiff Money Centers to recover its costs and attorney fees in connection with the case and this motion. More ›

Court of Chancery Partially Grants Defendants' Motion To Dismiss Complaint

Chrin v. Ibrix Inc., C.A. No. 20587, 2005 WL 2810599 (Del. Ch. Oct. 19, 2005). Plaintiff, a co-founder, stockholder and former employee of Defendant Ibrix, Inc., brought a complaint against Ibrix and Steven Orszag, a co-founder and chairman of the Ibrix board of directors, asserting claims relating to his termination and a stock repurchase agreement. Defendants moved to dismiss the complaint. More ›

District Court Grants Motion to Reopen and Vacates Stipulation of Dismissal

Posted In Case Summaries
Money Centers of America, Inc. v. Regen, 2005 WL 2663709, (D.Del., October 17, 2005). Plaintiffs brought a Motion to Vacate Dismissal and Enforce Settlement Agreement. Defendants contended the court lacked subject matter jurisdiction to rule on the Motion. The Court vacated dismissal for the limited purposes of entering the settlement agreement on the record and allowing Plaintiffs to take Defendants' depositions with regard to assets available to satisfy the settlement agreement.

Court of Chancery Grants Summary Judgment In Favor Of Defendants Alleged To Have Breached Their Fiduciary Duties By Approving Asset Sale Likely To Result In Zero Value To Equity Owners

Blackmore Partners, L.P. v. Link Energy LLC, C.A. No. 454-N, 2005 WL 2709639 (Del. Ch. Oct. 14, 2005). Plaintiff Blackmore Partners L.P. instituted cause of action against Defendant Link Energy LLC and its directors, alleging breaches of fiduciary duty in connection with the sale of Link's assets for a price likely to leave zero value to Link's equity investors. Defendants moved for summary judgment. More ›

District Court Denies Motion for Leave to File a Second Amended Complaint

Brashears v. 1717 Capital Management, 2005 WL 2585247 (D.Del., October 13, 2005). Plaintiff filed a motion for leave to file a second amended complaint. The Complaint alleged that Defendants 1717 Capital Management and Nationwide Mutual Insurance Co. d/b/a Nationwide Provident violated § 10(b) of the Securities and Exchange Act of 1934, 15 U.S.C. § 78j(b), and Securities and Exchange Commission Rule 10(b)-5 through their insurance sales practices. The Court denied Plaintiff's motion. More ›

Court of Chancery Grants Plaintiff's Motion To Amend Derivative Complaint Against Director-Defendants For Insider Trading

Zimmerman v. Braddock, C.A. No. 18473-NC, 2005 WL 2266566 (Del. Ch. Sept. 8, 2005). Plaintiff, a shareholder of priceline.com, Inc., moved for leave to amend his derivative complaint against directors of Priceline based upon three defendants' alleged insider trading and misappropriation of confidential information. Defendants argued amendment would be futile. More ›

District Court Denied Transfer to Other Venue Pursuant to Service of Suit Clause in Marine Insurance Policy

Ace Capital v. Varadam Foundation, 392 F.Supp.2d 671 (D.Del. 2005). The United Stated District Court for the District of Delaware denied Defendants' Motion to transfer venue, finding that a clause in a marine insurance policy which governed service of suit did not mandate choice of venue. More ›

District Court Holds that Price Adjustment for Conversion of Preferred Stock was not "Purchase" of Corporation's Common Stock

Morrison v. Madison Dearborn Capital Partners III, LP, 389 F. Supp. 2d 596 (D.Del. 2005). A shareholder brought a derivative action to recover profits from short-swing insider trading of stock. The defendants moved to dismiss under Federal Rule 12(b)(6). More ›

Court of Chancery Holds Plaintiff's Breach Of Fiduciary Duty Claims Fail And Defendant's Loan and Veil Piercing Claims Fail

Ruggerio v. Poppiti, C.A. No. 18961, 2005 WL 2622716 (Del. Ch. Oct. 5, 2005). Plaintiff, who was limited partner of partnership and sole stockholder of corporation controlled by Defendants, alleged that Defendants failed to report or account to him regarding his ownership interest in the entities, breached their fiduciary duties and commingled assets. Defendants counterclaimed for money loaned by limited partnership to corporation. More ›