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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.
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Morris James Blogs
Showing 13 posts from June 2005.
Court of Chancery Finds Genuine Issue of Material Fact Regarding Disinterestedness of Board of Acquisition TargetIN RE FREEPORT-MCMORAN SULPHUR, INC. SHAREHOLDER LITIGATION., C.A. No. 16729, 2005 WL 1653923 (Del.Ch. June 30, 2005) In a shareholder class action, the plaintiffs sought relief alleging an unfair exchange ratio in a stock-for-stock merger of two public companies. The defendants moved for summary judgment. The Court of Chancery denied Defendant's Motion. More ›
Federal Court Denies Motions To Dismiss Finding Plaintiff Sufficiently Alleged Insider Trading And Group LiabilitySegen v. Comvest Venture Partners, LP., C.A. No. 04-822 JJF, 2005 WL 1320875 (D.Del. June 2, 2005). This opinion decided two motions to dismiss the Complaint. The motions were filed by two sub-groups of defendants, referred to as the "ComVest Defendants" and the "Priddy Defendants" for convenience. The Court denied both motions because they relied upon the same grounds and arguments. More ›
Court of Chancery Denies Motion for Temporary Injunction Where Breakup Fee Is Alleged To Be Too HighIn re Toys "R" Us Shareholder Litigation, C.A. No. 1212-N, 877 A.2d 975 (Del. Ch. June 24, 2005) The Court of Chancery considered a motion to enjoin a vote of the stockholders of Toys "R" Us, Inc. to consider approving a merger with an acquisition vehicle formed by a group led by Kohlberg Kravis Roberts & Co. Pursuant to the terms of the merger agreement, the Toys "R" Us stockholders would receive $26.75 per share for their shares. The $26.75 per share merger consideration constituted a 123% premium over the price of TRU stock when merger negotiations began in January 2004. Plaintiffs charged the board did not act reasonably in pursuit of the highest attainable value. The Court of Chancery denied the motion to enjoin a stockholder vote on the proposed merger, saying stockholders could stop the merger by voting if they thought it was unfair More ›
Bowen v. E. I. du Pont de Nemours and Co., Inc., C.A. No. 97C-06-194 CH, 2005 WL 1952859 (Del. Super. Ct. June 23, 2005), aff'd, 906 A.2d 787 (Del. 2006). In this case, the plaintiffs, eight minor children and their parents, alleged that the children suffered from birth defects because of an agricultural product called Benlate. Alleging that certain of the experts for one of the plaintiffs were unqualified and that their opinions were unreliable, the defendant brought a Daubert motion pursuant to Delaware Rule of Evidence 702 to exclude their testimony regarding one of the minor children. The Court found for the defendants, and excluded the experts' testimony More ›
Superior Court finds that Defendant Breached Contract By Failing to Pay Invoices and Waived Any Right to Claim Fraudulent Misrepresentation as a DefenseImmedient Corp. v. HealthTrio, Inc., C.A. No. 01C-08-216 RRC, 2005 WL 1953027 (Del. Super. Ct. June 22, 2005). The plaintiff brought an action for breach of contract, and the defendant counterclaimed for fraudulent misrepresentation. Following a non-jury trial, the Court found that the defendant breached the contract, and had waived its right to claim fraudulent misrepresentation on part of the plaintiff. More ›
Posted In Case SummariesPaul A. Flynn v. CIBC World Markets Corp., C.A. No. 976-N, 2005 WL 1538337 (Del. Ch. June 21, 2005) In an action for summary adjudication pursuant to 8 Del. C. Sec. 145(k), Plaintiff's claim of right to advancement and reimbursement of legal fees was dismissed because the Plaintiff was not an employee of the defendant. More ›
Roy E. Disney v. The Walt Disney Company, C.A. No. 234-N, 2005 WL 1538336 (Del. Ch. June 20, 2005). The Court of Chancery considered the confidentiality of certain documents on remand from the Supreme Court. Plaintiff moved to lift a confidentiality designation placed on ten documents. More ›
iGames Entertainment, Inc. v. Chex Services, Inc., C.A. No. 04-180-KAJ, 2005 WL 3657156 (D.Del. June 9, 2005). This matter springs from a commercial dispute. The present opinion pertains to plaintiff's Daubert Motion seeking to exclude a part of the proposed expert testimony of defendants' expert. The expert intended to testify on accounting matters. The Court granted plaintiff's motion holding that the challenged parts of the proposed testimony failed the test of relevancy. More ›
Reading Int'l, Inc. v. St. Francis, C.A. No. 02C-10-223 SCD, 2005 WL 1654343 (Del. Super. Ct. June 17, 2005). The plaintiffs brought an action for fraud, alleging that the value of certain equipment the plaintiffs purchased in 1996 was not as the defendants represented. One of the defendants moved to dismiss, arguing that the statute of limitations had expired. Treating the motion to dismiss as a motion for summary judgment, the court dismissed the action against the defendant because the statute had expired. More ›
In Re Litigation Trust of MDIP, Inc., No. Civ.A. No. 03-779GMS, 2005 WL 1242157 (D.Del. May 25, 2005). The Court considered six motions in this action: (1) motion to dismiss Count I, seeking to recover damages from directors for breach of fiduciary duties of care, duty and loyalty and to dismiss Count II, asserting a claim for damages against director Rapoport; (2) a motion for partial summary judgment on both counts above; (3) a motion to strike the plaintiff's summary judgment affidavits; (4) a motion to strike the plaintiff's jury demand; (5) a motion in limine for exclusion of evidence and testimony not disclosed in plaintiff's responses and contention interrogatories; and (6) a motion in limine to preclude evidence relating to events that took place prior to August 6, 1998. The Court granted the motions to dismiss Counts I and II but denied the other motions as moot to the extent they related to Counts I and II. More ›