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Corporation Seeking Injunction, Declaratory Judgment, Specific Enforcement And Contract Damages Prevails In Court of Chancery On Dismissal Motions

Randall Jacobson and Technology Development Corp. (USA), Ltd. v. Alfred Ronsdorf, C.A. No. 518-N, 2005 WL 29881 (Del. Ch. Jan. 06, 2005),aff'd, 2006 WL 212194 (Del. Ch. Jan 26, 2006) (TABLE). Plaintiff-corporation, its president and major stockholder sought to enjoin defendant, a purported stockholder and former officer from acting as an officer or pursuing any claim against any officer, shareholder or contractor of the plaintiff company. Plaintiff also pursued a declaratory judgment that defendant was not an officer or director of the plaintiff under 8 Del. C. §225 and further sought to specifically enforce a stock-transfer agreement with defendant. Defendant sought to dismiss for lack of personal and subject matter jurisdictions and for forum non conveniens. Plaintiff, a Delaware corporation, sought a preliminary and permanent injunction to enjoin defendant, a purported stockholder and former officer, from taking any action or pursuing any claim against any officer, shareholder or contractor of the plaintiff company. The plaintiff also sought a declaratory judgment that defendant was not an officer or director of the plaintiff company under 8 Del. C. §225. Plaintiff additionally sought to specifically enforce an agreement that required defendant to transfer all his shares to the plaintiff-president. Finally, plaintiff sought damages. The court denied defendant's motion to dismiss for lack of personal and subject matter jurisdictions. Additionally, the court examined the doctrine of forum non conveniens applying the six-factor inquiry recently affirmed by Candlewood Timber Group, LLC v. Pan Am Energy, LLC, 859 A.2d 989 (Del. 2004) and denied defendant's motion to dismiss because he had not proven "overwhelming hardship." Authored by: Raj Srivatsan 302-888 6831 rsrivatsan@morrisjames.com