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Showing 7 posts from May 2005.

Motion for Summary Judgment Granted Where Shareholders Ratified Internal Recapitalization

Rosser v. New Valley Corporation, et al., C.A. No. 17272-N, 2005 WL 1364624 (Del. Ch. May 27, 2005) Defendants filed a motion for summary judgment where Plaintiff alleged proposed internal recapitalization favored director shareholders. Plaintiff challenged the adequacy of the fairness opinion, the disclosures to shareholders and the sufficiency of the Proxy Statement because it failed to disclose separate valuations of New Valley's various assets and lines of business The Court of Chancery granted the Defendants' motion for summary judgment. More › Share

Court of Chancery Denies Motion For Stay Pending Appeal on Advancement of Attorneys' Fees

Tafeen v. Homestore, Inc., C.A. No. 023-N, 2005 WL 1314782(Del. Ch. May 26, 2005) The Court considered the motion of defendant Homestore for a stay pending appeal of the Court's rulings which ordered Homestore to pay director Tafeen's advancement fees and assessed the costs of the Special Master's services against Homestore. The Court denied the Motion. More › Share

Superior Court Grants Defendant's Motion to Dismiss and Finds that Clause in Construction Contract Required Arbitration

Tekmen & Co. v. Southern Builders, Inc., C.A. No. 04C-03-007 RFS, 2005 WL 1249035 (Del. Super. Ct. May 25, 2005). The defendant contracted to build a hotel on the plaintiff's property. Following completion of the structure, the defendant had to return on numerous occasions to repair leaks. Eventually, the plaintiff filed a complaint, arguing that it was entitled to compensatory and punitive damages for breach of contract, negligence, and breach of warranty. The defendant moved to dismiss, claiming that under the terms of the contract all disputes must first be submitted to the architect and any remaining claims must be heard in binding arbitration. The court granted the defendant's motion to dismiss. More › Share

Rejecting Defendant's Argument that Partnership had Merely Dissolved and Was "Winding Up," Superior Court Finds that Partnership had Terminated and that its Right of First Refusal on Property was Extinguished when It Terminated

Posted In Dissolution
Estate of Foraker v. Larrimore, C.A. No. 04C-03-041, 2005 WL 1953075 (Del. Super. Ct. May 25, 2005). The court was faced with the question of whether a partnership had terminated or whether it had merely dissolved and was still in the process of "winding up." The partnership had been granted a right of first refusal on a piece of property. Subsequently, the partners entered into an agreement terminating the business and dividing the debts and assets between the partners. When the owners of the property attempted to sell, one of the former partners desired to exercise the partnership's right of first refusal. The owner brought and action against the partner, and the court found that the partnership had was already terminated rather than being merely dissolved and in the process of "winding up." The court also found that the right of first refusal had terminated with the partnership. More › Share

Court of Chancery Stays Litigation in Favor of First-Filed Suit in Another Jurisdiction under McWane

W.C. McQuaide, Inc. v. Leland R. McQuaide, et al., C.A. No. 612-N, 2005 WL 1288523 (Del. Ch. May 24, 2005) Court considered a motion to dismiss or stay this action in favor of an earlier filed case in Pennsylvania. The Court concluded that the Pennsylvania Action was first-filed and that this case should be stayed pending resolution of that action. More › Share

Court of Chancery Found Written Consent To Be Valid to Appoint Directors

Posted In Directors
Raphael F. Nevins v. George Bryan, et al., C.A. No. 19975-NC, 885 A.2d 233(Del. Ch. May 17, 2005) This was an action under 8 Del. C. § 225 to determine the proper directors and members of the Center for the Advancement of Distance Education in Rural America ("CADERA" or the "Corporation"). The court found that the appointment of the Director Defendants was proper and adequate. More › Share

Federal Court Denies Motion To Remand Because Plaintiffs Demand For Coverage Met the Amount-In-Controversy Requirement

Posted In Jurisdiction
Eames v. Nationwide Mut. Ins. Co., No. CIV.A. 04-1324-KAJ, 2005 WL 1385130 (D.Del. Apr. 27, 2005). The plaintiffs filed a Motion to Remand a proposed class action involving insurance issues. The defendant removed the action from the Delaware Superior Court under 28 U.S.C. § 1441, diversity jurisdiction. The plaintiffs alleged that because the amount requirements under 28 U.S.C. § 1332 ($75,000) were not met, the action merited remand. The Court denied plaintiffs' motion. More › Share
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