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Court Of Chancery Explains Statutory Construction

Microstrategy Inc. v. Acacia Research Corp., C.A. 5735-VCP (December 30, 2010)

This decision explains the proper role of grammar and punctuation in the interpretation of a contract.  Briefly, grammar and punctuation do not overcome common sense and errors in either may be ignored when appropriate.

Interestingly, the decision relies on the United States Supreme Court Twombly case rule that requires more fact-specifc pleadings in complaints.  Several other Court of Chancery decisions have also cited to Twombly.  However, to date the Delaware Supreme Court has not expressly adopted Twombly and has only cited to it once, in a vague footnote.  Hence, it is not  clear if Delaware really does follow Twombly's pleading rules and some Delaware lawyers doubt that it will if the Supreme Court is called upon to decide that issue.

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