Showing 4 posts in Subject Matter Jurisdiction.
Chancery Finds Equitable Defenses Bar LLC Dilution and Redomestication Claims, and Holds it Lacks Jurisdiction to Dissolve a Foreign Entity
In re Coinmint, LLC, C.A. No. 2019-0983-MTZ (Del. Ch. Aug. 12, 2021)
This decision illustrates that, in specific circumstances, the equitable defenses of waiver, acquiescence, and estoppel may preclude a party from challenging otherwise voidable actions. In addition, deciding an issue of first impression, the Court held that it lacks subject matter jurisdiction to equitably dissolve a non-Delaware business entity. More ›
Clean-Up Doctrine to Adjudicate Legal Claims in Chancery May Take Precedence Over Request for Jury Trial
Firststring Research, Inc. v. JSS Medical Research Inc., C.A. No. 2020-0332-KSJM (Del. Ch. May 28, 2021)
Delaware has not merged its courts of law and equity, which may have implications for a litigant seeking a jury trial. When a counterclaim-plaintiff seeks a jury trial for a claim otherwise within the subject-matter jurisdiction of the Court of Chancery, application of the clean-up doctrine might justify retaining the counterclaims in Chancery and forgoing jury-trial rights. More ›
Chancery Finds Subject Matter Jurisdiction for Case Seeking Specific Performance of a Non-Disclosure Agreement
Endowment Research Grp., LLC v. Wildcat Venture Partners, LLC, C.A. No. 2019-0627-KSJM (Del. Ch. Mar. 5, 2021)
The Court of Chancery may have subject matter jurisdiction if one or more of plaintiff’s claims are equitable in nature, the plaintiff requests equitable relief or a statute confers subject matter jurisdiction. In determining whether a plaintiff seeks equitable relief, the Court looks beyond what the plaintiff nominally seeks and instead assesses whether a legal remedy is available and fully adequate. At issue here was plaintiff’s request for specific performance of a non-disclosure agreement. The Court denied a defendant’s motion to dismiss for lack of subject matter jurisdiction because, inter alia, claims for breach of confidentiality and non-disclosure agreements lend themselves to equitable remedies, the value of the confidential information would be difficult to quantify and the breach would continue indefinitely without equitable relief. The Court noted as well that the parties stipulated in the non-disclosure agreement that a breach of the agreement would cause irreparable harm, and that money damages are not an adequate remedy. The defendant failed to show that the pleaded facts plainly established that this statement was untrue.
Vama F.Z. Co. v. WS02, Inc., C.A. No. 2020-0141-JRS (Del. Ch. Mar. 29, 2021)
This case illustrates that the Court of Chancery lacks subject matter jurisdiction to issue an injunction pending appeal of another court’s rulings, and where the plaintiff has adequate remedies at law. More ›