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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.

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Showing 694 posts in Case Summaries.

Court Of Chancery Explains When To Stay A Case In Favor Of Foreign Litigation

Posted In Case Summaries

Lexington Services Ltd. v. US Patent No. 8019807 Delegate LLC, C.A. 2018-0157-TMR (October 26, 2018)

This decision explains when to stay a Delaware litigation in favor of litigation in a foreign country. As it notes, when the law of that other country is not well explained to the Court with respect to the enforcement of a forum selection clause, it will apply Delaware law to decide that issue.

Court Of Chancery Limits Non-Compete Agreement

Posted In Case Summaries

Badger Holding LLC v. Kirsch, C.A. 2017-0147-SG (October 1, 2018)

As this decision points out, if a non-compete agreement conditions its enforcement on the employer’s performance of its end of the bargain, then a failure to do so renders the non-compete unenforceable.

Court Of Chancery Explains Scope Of Non-Compete Agreement

Posted In Case Summaries

Lyons Insurance Agency Inc. v. Wilson, C.A. 2017-0092-SG (September 28, 2018)

This is a good decision for its explanation of when a non-compete agreement will be enforced when it does not have a geographical limit. If the agreement speaks to not engaging “in competition with” the former employer, that provides a limit based on what customers the old employer had and is enforceable as a result.

Court of Chancery Authorizes Use of Extrinsic Evidence to Construe Preferred Stock Rights

Posted In Case Summaries

Cedarview Opportunities Master Fund LP v. Spanish Broadcasting System Inc., C.A. No. 2017-0785-AGB (Del. Ch. Aug. 27, 2018)

Stock preferences are in derogation of the common law and thus strictly construed.  Any rights, preferences, and limitations of preferred stock that distinguish it from common stock must be expressly and clearly stated.  But, as this decision explains, that does not mean that extrinsic evidence cannot be considered to construe ambiguous provisions. The decision also affirms that stockholder rights to inspect corporate records for a proper purpose cannot be taken away by a certificate of incorporation.

Superior Court CCLD explains “Wrongful” Conduct in Tortious Interference Claim

Posted In Case Summaries, CCLD

KT4 Partners LLC v. Palantir Technologies Inc., C.A. No. 17C-12-212 EMD CCLD (August 22, 2018)

A claim for tortious interference with a contractual relationship must include an allegation that the conduct complained about was itself wrongful. This decision explains what is such “wrongful” conduct and concludes that the use of confidential information to contact a party to a contract to dissuade it from going forward is such wrongful conduct.

Court of Chancery Validates Cure of Defective Corporate Acts Affecting Herman Miller’s Acquisition of DWR

Posted In Case Summaries

Charles Almond Trustee v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Aug. 17, 2018)

Sections 204 and 205 of the DGCL permit corporations to cure and validate defective corporate acts under the right circumstances. This is another decision explaining when the Court will validate an attempted cure under Section 204. The opinion explains, among other things, that there is no set time limit to seek validation of a cure under Section 205. It further explains what sort of defective acts may be addressed in Section 205 proceedings. More ›

Delaware Superior Court Upholds Recovery Of Insurance Defense Costs

Posted In Case Summaries

Catlin Specialty Insurance Company v. CBL & Associates Properties Inc., C.A. No. N16C-07-166 PRW CCLD (August 9, 2018)

This is an important decision because it upholds the right of an insurance company to recover defense costs it advanced when it is later determined there was no insurance coverage for the underlying litigation. While the opinion applies Tennessee law, some parts of the opinion suggest that the Court would reach the same result if Delaware law applied. That is so even though the Court recognized that permitting such a recovery is the minority positon in the United States. The opinion is also useful for its explanation of how an insurer may preserve its right to recover those advances by making it clear that it is advancing the costs subject to its right to recover them later if a court decides there was no insurance  coverage.

Federal District Court Explains Incorporation By Reference Rules

Posted In Case Summaries

Askari v. Pharmacy Corporation of America, C.A. 16-1123-RGA (D. Del. August 8, 2018)

It is not always clear when two agreements are to be read as one. This is because incorporating one agreement into a second agreement may not be explicit. This decision sets out the principles under Delaware law that govern how to decide if two agreements should be read together, including that there must be an “explicit manifestation of intent” to incorporate one document into another.

Federal District Court Dismisses Contradictory Claims

Posted In Case Summaries

Hiller & Associates LLC v. Garden Fresh Restaurants LLC, C.A. 18-152-VAC-MPT (D. Del. August 9, 2018)

This is an interesting decision because it dismisses a counterclaim that is contradicted by the claimant’s answer to the complaint. Thus it goes beyond the normal rule that requires a factual pleading to be accepted as true when considering a motion to dismiss.

Delaware Superior Court Defines “Including”

Posted In Case Summaries

Triumph Aerostructures-Tulsa LLC v. Spirit Aerosystems Inc., C.A. N17C-11-262 MMJ CCLD (August 8, 2018)

Contracts often use the word “including” as part of a definition of a term. But is that to limit or enlarge what that term means?  This decision holds that “including” is a term of enlargement or extension when used that way and grants a partial summary judgment based on that interpretation.

Supreme Court of Delaware, Applying New York Law, finds that Settlement Amounts were not Uninsurable Disgorgement Under D&O Policies

Posted In Case Summaries

In re: TIAA-CREF Insurance Appeals, Nos. 478, 2017; 479, 2017; 480, 2017; 481, 2017 (Del. July 30, 2018)

The Supreme Court of Delaware affirmed the Superior Court’s finding that under the relevant D&O policies at issue, the settlement amounts TIAA-CREF paid to class action plaintiffs did not represent uninsurable disgorgement.  In doing so, the Supreme Court distinguished certain cases from New York relied upon by the insurance companies that held settlements represented uninsurable disgorgement.  Unlike the cases cited by the defendants, the settlement amounts at issue in the underlying cases here did not represent the return of ill-gotten gains.  After this decision, whether or not a claim will be treated as uninsurable disgorgement should be an important consideration by defendants when deciding whether to settle merger objection litigation with a payment to the class.

Court Of Chancery Stays Control Dispute Involving Kentucky Retirement Systems In Favor of Kentucky Plenary Action

Posted In Case Summaries

In Re Bay Hills Emerging Partners I L.P., C.A. No. 2018-0234-JRS (Del. Ch. July 2, 2018) 

This decision deals with the oft encountered problem of a race to different courthouses by counterparties.  What makes this decision readworthy is the context: a summary control dispute involving a Delaware alternative entity, one invested in by a Kentucky state agency (Kentucky Retirement Systems).  While the Court of Chancery may choose to not stay its hand in favor of even an earlier-filed plenary action in the control dispute context, that is by no means a blanket rule.  This is an instance where the Court of Chancery cited its inherent discretionary authority to issue a stay sua sponte in the interests of comity and the orderly and efficient administration of justice.  Among the factors supporting the Court’s decision to stay its hand in favor of a contemporaneously-filed plenary action involving the same parties and issues in Kentucky state court were Kentucky consent-to-forum and choice of law clauses in the parties’ contract.

Court of Chancery Explains Difference Between Experts and Arbitrators Under Delaware Law

Posted In Case Summaries

Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018)

This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator.  The distinction is important because it may determine what the third-party adjudicator can review before reaching a decision, what questions it may address, and what role a court might play.  For example, an expert may be confined to reviewing only a selected set of documents without resort to extrinsic types of evidence.  That might not be what one party expected or desires.  But it is a possible result under Delaware law, where the distinction is recognized, unlike in some other jurisdictions.  In short, it is best to be specific about the exact type of adjudicator you want in your contract’s alternative dispute resolution provisions if your contract is governed by Delaware law.

Court Of Chancery Provides Definitive Guidelines On Judicial Sale Process

Posted In Case Summaries

In re: TransPerfect Global Inc., C.A. 9700-CB (February 15, 2018)

In what it is hoped is the final act in the TransPerfect case, this decision upholds the sale process used by the Custodian to sell TransPerfect. While certainly a unique case, the decision does provide guidance on the discretion of a Court-appointed custodian in selling a deadlocked corporation.

Delaware District Court Finds Duty to Defend Under Homeowner’s Insurance Policy

Posted In Case Summaries, Coverage

Liberty Ins. Corp. v. Korn, Civ. No. 15-332-LPS (D. Del. Sept. 27, 2016)

The backdrop to this decision is an interesting and unfortunate one involving a divorce, allegations of illegal obscene material possessed by the former husband, followed by a civil lawsuit between the former spouses after the former husband was acquitted.  Under the facts of this case, the Court finds the homeowner insurance provider has a duty to defend the former wife given the allegations of intentional and negligent conduct in her providing a harddrive and statements to the authorities about her former husband, which allegedly led to his physical injury.