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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.
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Showing 111 posts in Business Torts.
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.
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.
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.
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.
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.
This is an interesting case just for the cast of characters involved. However, it also has 2 important legal points. More ›
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.
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.
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.
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.