Delaware Business Litigation Report

Court Of Chancery Summarizes Law On Reliance Disclaimers

IAC Search LLC v. Conversant LLC, C.A. No. 11774-CB (November 30, 2016)

Large commercial contracts frequently try to limit a buyer’s remedies for any extra-contractual misrepresentations by the seller.  Many Delaware decisions deal with disclaimers of extra-contractual representations and this decision does a nice job of summarizing some of that existing law. For example, it notes that a statement from the seller that it has not made any extra-contractual representations may not suffice, while a statement of non-reliance from the buyer should do the trick.

Court Of Chancery Explains Anti-Reliance Clause

Prairie Capital III L.P. v. Double E Holding Corp., C.A. 10127–VCL (November 24, 2015)

This is an important decision because it explains so well the effect of an anti-reliance clause in the agreement for the sale of a business. The clause will bar fraud claims based on misrepresentations outside the terms of the agreement even if the clause just states what was relied on and does not need to say there are no other facts relied on and even if the allegations claim omissions.

The opinion also states well when corporate officers may be liable for fraud claims.

Superior Court Explains Interference With Prospective Business Relationship And Good Faith Claim

World Energy Ventures LLC v. Northwind Gulf Coast LLC, C.A. N15C-03-241 WCC (November 2, 2015)

This decision does an excellent job of setting out the elements of a claim for interference with prospective business relationships. Even better, it is a comprehensive summary of the elements of a claim for breach of the duty to act fairly and in good faith.

Court Of Chancery Spells Out Aiding And Abetting Claim Requirements

Matthew v. Laudamiel, C.A. 5957-VCN (September 28, 2015)

Aiding and abetting claims are often filed against those who have worked with a fiduciary that is breaching his fiduciary duty. This decision explains the requirements for such a claim, particularly the need to show the defendant is aware of the fiduciary’s breach of duty. The opinion is also a good primer on tortious interference law.

Superior Court Explains When Officer Is Liable For Tort

Yavar Rzayev LLC v. Roffman, Del. Super. C.A. S14L-12-035 MJB (August 31, 2015)

This decision explains well when a corporate officer may be personally liable for a business tort under the “personal  participation doctrine.”  Mere knowledge of wrongdoing is not enough, but active participation is also not required before an officer who encourages or  directs wrongful conduct may be held personally responsible.

Court Of Chancery Enforces Delaware Law On Restrictive Covenants

KAN-DI-KI, LLC v. Suer,  C.A. No. 7937-VCP (July 22, 2015)

This is an interesting case just for the cast of characters involved. However, it also has 2 important legal points. More ›

Court Of Chancery Permits Appeal Of Its In Pari Delicto Decision

The Honorable Karen Weldin Stewart, Insurance Commissioner v. Wilmington Trust SP Services Inc., C.A. 9306-VCP (April 27, 2015)

It is often difficult to decide if an interlocutory opinion is appealable.  This decision well explains the governing law on when the Court will permit such an appeal.

Court Of Chancery Issues Mother Of All In Pari Delicto Decisions

The Honorable Karen Weldin Stewart v. Wilmington Trust SP Services, Inc., C.A. 9306-VCP (March 26, 2015) This and the AIG decisions are the leading decisions on when the in pari delicto defense works. The Court carefully summarizes the 3 exceptions to when in pari delecto bars a recovery: (1) the adverse interest exception, (2) the fiduciary duty exception, and (3) the public policy exception such as in the case of the federal securities laws.  Of these, the "greatest of all" is the fiduciary duty exception that even permits aiding and abetting clams to proceed.

Superior Court Upholds Multimillion Dollar Verdict

Professional Investigating & Consulting Agency, Inc. v. Hewlett-Packard Company Del Super. No. 12C-06-196 MMJ CCLD (March 23, 2015) This decision upholds a rare multimillion dollar jury verdict for interference with the plaintiff's business, including a $5,500,000 damage award for "humiliation" damages.  The Court also awards attorney fees to the successful plaintiff. The opinion is an excellent review of when a jury verdict may be set aside by the Court.

District Court Interprets Limitations Savings Statute

Hartsel v. The Vanguard Group Inc., C.A. 13-1128-SLR (D. Del. January 26, 2015) This is an interesting decision because it interprets the seldom-used Delaware Savings Statute [10 Del. C. Section 8118].  The court held that a derivative suit dismissed for failure to make a demand on the board is not saved from the expiration of the statute of limitations under the Savings Statute. Hence, a new suit that followed a demand of the board may be time barred.

Court Of Chancery Explains Remedies Under An Agreement Of Sale

Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I LLLP, C.A. 7906-VCG (November 26, 2014) This is an interesting decision because it explains the pleading rules for a fraud claim and how such a claim relates to other possible causes of action such as unjust enrichment.

District Court Explains Securities Law Pleading Rules

Stanley Black & Decker Inc. v. Gulian, C.A. 12-1342-LPS (D.Del. September 30, 2014) Stating a securities law claim is difficult under the standards set by the Dura and McCabe decisions and the PSLRA. This decision explains how to do it in a clear and concise way.

Court Of Chancery Explains How To Form An Oral Partnership

Grunstein v. Silva, C.A. 3932-VCN (September 5, 2014) When parties enter into a business relationship but fail to document their agreement, a mess is sure to follow. This detailed opinion explains what evidence is needed to prove an oral partnership agreement or to prevail on the related liability theories of unjust enrichment, equitable estoppel and fraudulent inducement.

District Court Explains Scope Of Trade Secret Act

Osco Motors Company LLC v. Marine Acquisition Corp., No. 13-868-RGA/MPT (June 24, 2014) Whether the Uniform Trade Secret Act precludes other claims for the same conduct is an often ignored question by plaintiffs who file multi-count complaints that include a claim under that Act. This decision answers that question by examining the factual basis  for the various claims to see if they substantially overlap.

Court Of Chancery Establishes Post-Judgment Interest Rate

Sequoia Presidential Yacht Group LLC v. FE Partners LLC, C.A. 8270-VCG (June 12, 2014)

What is the post-judgment rate of interest when there is a contract rate?  This decision holds that the contract rate applies, at least in matters over $100,000.