Posts in Business Torts

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 ›

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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.

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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.

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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.

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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. Share

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. Share

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. Share

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. Share

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. Share

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.

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Court Of Chancery Grants Reformation

Miller v. National Land Partners LLC, C.A. 7977-VCG (June 11, 2014)

Rare is it that a party convinces a court to grant it reformation of a contract.  This is that case.  The result was made easier when both parties to the contract agreed it omitted key language that warranted reformation.  The plaintiff, an outsider to the contract but who was hurt by its reformation, had those bad facts to overcome.

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Court Of Chancery Rejects Delaware Securities Act Claim

Eurofins Panlabs Inc. v. Ricerca Biosciences LLC, C.A. 8431-VCP (May 30, 2014)

This decision holds that the Delaware Securities Act does not apply to trades outside of Delaware, even those between Delaware corporations.  The opinion also has some useful descriptions of what constitutes a basis for a fraud claim.

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Court Of Chancery Details Remedy For Unfaithful Employee

Wayman Fire Protection Inc. v. Premium Fire & Safety LLC, C.A. 7866-VCP (March 5, 2014)

When an employee departs and there is no agreement that restricts his post-employment actions, the law has been often unclear on the former employer's rights to protect itself from unfair competition. This decision pulls much of that prior scattered case law together in a coherent discussion of the former employer's rights.  It even deals with the misuse of computer systems statute that has seldom been discussed as a remedy for computer information theft.

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Court Of Chancery Explains Loss Causation

Vichi v. Koninklijke Philips Electronics N.V., C.A. 2578-VCP (February 18, 2014)

This may be the longest opinion ever written by the Court of Chancery.  In one sense, that is too bad because it has the best explanation of loss causation in any recent opinion.  Briefly, if A invests in company ABC because of false representations about its earnings and then the value of ABC declines because all its officers die, A has lost money because he invested in ABC.  However, his loss is not caused by the fraud but by the deaths of the officers.  In that situation, A has not proved loss causation. This is an important point that is too often overlooked.

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Court Of Chancery Explains Equitable Fraud Claim

Grzybowski v. Tracy, C.A. 3888-VCG (August 9, 2013)

When is there a claim for "equitable fraud" in the absence of a fiduciary relationship?  This may be an important issue when it is difficult to prove the scienter requirement to establish a common law claim for fraud. This decision holds that there may be a claim for equitable fraud even when the parties do not have a fiduciary relationship. However, the holding is limited to when the proper remedy is to rescind the transaction.

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