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

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Showing 12 posts from March 2005.

Court of Chancery Applies Internal Affairs Doctrine to Stockholder Vote on Merger

Posted In Case Summaries, M&A
Examen, Inc. v. VantagePoint Venture Partners 1996, 873 A.2d 318 (Del. Ch. 2005). The plaintiff, a Delaware corporation, sought a judicial declaration that Delaware law governed a stockholder vote on a pending merger because if the vote was governed by Delaware law, common stockholders and preferred stockholders would vote on the merger as a single class. The defendant, a large venture capital firm owning 83% of the corporation's preferred stock, argued that California law controlled because if California law were to apply in determining the voting rights of the Delaware corporation's stockholders in connection with the proposed merger, the preferred stockholders would have the right to vote as a separate class, effectively giving the defendant a veto over the merger. The court granted plaintiff's motion for judgment on the pleadings finding that Delaware law applied because this case was governed by the internal affairs doctrine. More ›

Superior Court Finds that Plaintiff Had Security Interest in Certain Items Formally Owned by Restaurant Owner that Defaulted on Loan, But Not in Fixtures Placed in Restaurant

Wilmington Savings Fund Society v. Chillibilly's, Inc., C.A. No. 03C-11-021 THG, 2005 WL 730060 (Del. Super. Ct. March 30, 2005), aff'd, 886 A.2d 1279 (Del. 2005). Wilmington Savings Fund Society ("WSFS"), the plaintiff, sought replevin of certain collateral it claimed pursuant to a contract it held with Chillibilly's Incorporated ("Chillibilly's") and Joseph Jeffery Stein Corporation ("Stein Corp.") WSFS also alleged fraud, misrepresentation, and various other claims. Essentially, WSFS argued that it was induced into extending a loan to Chillibilly's based on certain misrepresentations by the principal of Stein Corp., Jeffrey Stein. Stein Corp. moved for summary judgment. The Court denied the motion as to replevin of items Stein Corp. had earlier conceded belonged to WSFS pursuant to its security interest. However, the court granted summary judgment as to the other claims. More ›

In Bench Trial, Superior Court Finds Defendants Did Not Commit Common Law Fraud

DCV Holdings, Inc. v. ConAgra, Inc., C.A. No. No. 98C-06-301-JEB, 2005 WL 698133 (Del. Super. Ct. March 24, 2005). The Plaintiffs brought an action against ConAgra, Inc. ("ConAgra") and E. I. Du Pont de Nemours and Co. and Du Pont Chemical and Energy Operations, Inc. (collectively "DuPont"). The Plaintiff alleged that the defendants committed common law fraud. In a bench trial, the Superior Court found for the defendants. More ›

Court of Chancery Dismisses Attorney General's Claims under the Consumer Fraud Act and the Deceptive Trade Practices Act as Being Time Barred, but Sustains Claim under the Health Spa Regulation

State ex rel. Brady v. Pettinaro Enterprises, 870 A.2d 513 (Del. Ch. 2005). Attorney General brought consumer protection action under the Consumer Fraud Act, the Deceptive Trade Practices Act, and the Health Spa Regulation against developer of condominium complex, alleging, among other things, that developer misled condominium purchasers into believing that clubhouse was part of the complex. Developer moved to dismiss action on the basis that the statute of limitations barred the Attorney General's claims and for failure to state a claim under the Deceptive Trade Practices Act. The court granted in part and denied in part Defendants' motion to dismiss. More ›

Court of Chancery Declares Stock Transfer Restrictions are Valid if they are a Reasonable Means to Achieving a Legitimate Corporate Purpose

The Capital Group Companies, Inc. v. Armour, 2005 WL 678564 (Del. Ch. Mar. 15, 2005). A Delaware corporation brought suit against the two trustees of a trust, who are husband and wife, seeking a declaration that certain contractual stock transfer restrictions alleged to apply to shares of its common stock owned by the trust were valid and enforceable. The two defendants were parties to a divorce proceeding and, in connection with that proceeding, the wife claimed an interest in the stock owned by the trust. The issue was whether the stock transfer restrictions could reasonably operate to prevent the transfer to, or disposition in favor of, the wife of any legal or beneficial interest in the stock. More ›

Federal Court Denies Injunction In Diversity-Based Exclusive Licensing Matter.

Benitec Australia Ltd. v. Promega Corp., No. Civ. A. 04-889 JJF, 2005 WL 549552 (D.Del. Mar. 8, 2005). The defendant filed a Motion For a Preliminary Injunction seeking to preserve its rights as an exclusive licensee for the duration of the law suit brought by plaintiff against defendant Promega Corporation ("Promega"). The Court denied the injunction. More ›

Federal Court Orders Supplementation Of Record With Citizenship Status Of LLC Members In Motion To Remand

Shamrock Holdings of California, Inc. v. Arenson, No. Civ. 04-1339-SLR, 2005 WL 400198 (D.Del. Jan. 27, 2005). Plaintiffs commenced an action for declaratory relief pursuant to 10 Del. C. §§ 6501 et seq. (2004) in the Delaware Court of Chancery. The defendants had earlier threatened to sue the plaintiffs for "millions of dollars." The defendants removed the action to the federal court and filed separate motions to dismiss which were stayed under mutual stipulations, pending resolution of plaintiffs Motion to Remand. The Court ordered the defendants to supplement the record with respect to certain corporate members of defendants SELK and Laurel Equity Group, LLC. The Court also admonished the defendants that a failure to timely supplement the record would result in the grant of plaintiffs' Motion to remand. More ›

Court of Chancery Finds Assignment of Subcontract Ineffective Based on Plain Language of the Agreement

Kier Construction, Ltd. v. Raytheon Co., 2005 WL 628498 (Del. Ch. Mar. 10, 2005). This action arouse out of a construction subcontract between plaintiff, Kier Construction, Ltd. ("Kier"), and a non-party, Raytheon Engineers & Constructors, UK Ltd. ("REC UK"). Kier claimed it was owed over $12 million for work performed under the subcontract. Kier contended that the contract with REC UK was transferred to defendants, Raytheon Company ("Raytheon") as part of a transaction in which Raytheon sold REC UK and other subsidiaries to Morrison Knudsen Corporation. Kier contended that Raytheon, as REC UK's assignee, was directly liable to Kier for the work it performed under the subcontract. More ›

Superior Court Grants Corporation's Commercial Liability Insurer's Motion for Summary Judgment Based on Automobile Exclusion

Scottsdale Indem. Co. v. Lloyd, 04C-04-024 THG, 2005 WL 516852 (Del. Super. Ct. Mar. 4, 2005). A corporation's commercial liability insurer petitioned the court for a determination as to whether the policies automobile exclusion prevented coverage for damages arising from an accident involving one of the corporation's officers. The insurer moved for summary judgment, and the Superior Court found that the automobile exclusion did apply. More ›

Court of Chancery Outlines Quasi-Appraisal Remedy for Minority Shareholders Cashed Out in a Short-Form Merger

Gilliland v. Motorola, Inc., 873 A.2d 305 (Del. Ch. 2005). Plaintiff sought a class-wide "quasi-appraisal" remedy for minority stockholders eliminated in a short-form merger. Statutory appraisal was impractical for two reasons. First, formalistically, the minority stockholders no longer owned shares in the merged subsidiary and without the shares, they could not make the demand required by the appraisal statute. Second, from a practical standpoint, the two-year delay made it impossible to recreate the factual context necessary to have statutory appraisal. Therefore, Vice Chancellor Lamb granted the quasi-appraisal remedy and outlined its procedure. More ›

Court of Chancery Dismisses Claims Against Third-Party Defendants for Lack of Personal Jurisdiction Despite Officer and Agent Status

Amaysing Technologies Corp. v. CyberAir Communications, Inc., 2005 WL 578972 (Del. Ch. March 3, 2005). Amaysing Technologies Corp. ("ATC") brought an action for breach of a loan agreement against CyberAir Communications, Inc. ("CyberAir"). CyberAir filed a third-party complaint alleging various misrepresentations and frauds against Robert Mays, Jr., and Raymond Atilano, both of whom were officers and shareholders of ATC, and Med Fadel, an agent of ATC (together referred to as "Third-Party Defendants"). Third-party Defendants filed a motion to dismiss under Court of Chancery Rule 12(b)(2) for lack of personal jurisdiction, which the court granted. More ›

Superior Court Grants Motion for Reargument and Limits Discovery

TIG Ins. Co. v. Premier Parks, Inc., C.A. No. 02C-04-126 PLA, 2005 WL 468300 (Del. Super. Ct. Mar. 1, 2005). This case involved whether TIG Ins. Co. ("TIG") met its contractual obligations to provide adequate counsel to defend Premier Parks, Inc. ("Six Flags") in an employment discrimination case. After initially granting plaintiff's motion to compel discovery, the court limited its ruling on reargument after it became clear that complying with the court's order would require manual searches of files rather than simple electronic searches. More ›