Delaware Business Litigation Report

Court Of Chancery Awards Fees Under Indemnification Provision

Composecure LLC v. Cardux LLC, C.A. 12524-VCL (Feb. 1, 2018, corrected Feb. 12, 2018)

Most of this decision deals with when a contract is void or voidable. If the signing is in violation of mandatory provisions in the entity’s governing instrument, it is void, but if it only was signed without the needed formality it is voidable. But more interesting, the decision also awards attorney fees under an indemnification provision in a contract that, as the Court noted, may only really apply to third-party claims. The scope of such provision thus remains unclear under conflicting Delaware decisions.

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