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

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Showing 4 posts in Choice of Law.

Court Of Chancery Refines Choice Of Law Analysis For Employment Agreements

Posted In Choice of Law

Nuvasive Inc. v. Miles, C.A. 2017-0720-SG (September 28, 2018)

Delaware will enforce non-compete agreements against former employees, but generally California law bars such agreements. This decision explains how to determine which state’s law applies by looking to how important is the public policy of each state on the issue before the Court. Because California does enforce a choice of Delaware law when that choice is the subject of negotiation, not coercion, the Delaware choice of law was upheld. Note that under a different California statue then in force, a contrary result was reached in the Ascension Insurance Holdings v.Underwood case.

Delaware Superior Court Explains Limits Of Choice Of Law In Contracts

Posted In Choice of Law

Change Capital Partners Fund I, LLC v. Volt Electrical Systems LLC, C.A. N17C-05-290 RNC (April 3, 2018)

This decision holds that a contractual provision adopting Delaware law will generally be upheld.  However, when applying Delaware law will violate the public policy of another state whose law would have applied but for the contractual choice of law, Delaware will not enforce that choice of law.  This distinguishes the Ascension case that declined to apply Delaware law to a non-compete contract that violated California law.

Delaware District Court Finds That Controlling Stockholder Claim Falls Outside Of Forum Selection Bylaw

Posted In Choice of Law

Anderson v. GTCR, LLC, C.A. No. 16-10-LPS (D. Del. Sept. 29, 2016)

Forum selection bylaws are a powerful tool for companies to avoid the burdens of multi-forum litigation.  But those bylaws only cover the claims falling within their terms.  Where, as here, the bylaw only covers fiduciary duty claims against officers and directors, the bylaw will not be enforced for a fiduciary duty claim against a controlling stockholder.

Court Of Chancery Explains Section 115

Posted In Choice of Law

Bonanno v. VTB Holdings Inc., C.A. 10681-VCN (February 8, 2016)

Section 115 of the Delaware General Corporation Law addresses forum selection provisions in corporate charters or bylaws. This decision explains how a contract may also select a forum, how to interpret such a contract and how such contractual provisions may be incorporated into other contracts.