About This Blog
Morris James postings of significant news, original articles and legal insight related to Delaware.
Showing 4 posts from January 2019.
The Administrative Office of the U.S. Courts estimates that federal court operations will remain funded through Jan. 31, 2019. The extension has been achieved by deferring non-critical operating costs and the usage of court filing fees and other available funds.
Court System Notices
- US Courts: Judiciary Has Funds to Operate Through Jan. 31
- DE District Court: Notice Regarding Court Operations During Lapse in Appropriations
- DE Bankruptcy Court: Notice Regarding Court Operations During Lapse in Appropriations
Litigation and filings will continue in Delaware during the federal government shutdown. If you have questions, please contact our Director of Client Relations Dawn Sheiker (302.888.6804; firstname.lastname@example.org).
Court Rejects Use of the Implied Covenant of Good Faith and Fair Dealing to Preserve LLC Members’ Exit Sale Rights
The implied covenant of good faith and fair dealing inheres in all contracts governed by Delaware law. In some circumstances, the implied covenant may apply to fill “gaps” in an agreement consistent with the parties’ reasonable expectations at the time of contracting. Delaware courts have held, however, that implying terms in this manner should be a cautious enterprise.
The Delaware Supreme Court’s recent decision in Oxbow Carbon & Minerals Holdings v. Crestview-Oxbow Acquisition, __ A.3d __, 2019 WL 237360 (Del. Jan. 17, 2019) emphasizes that implying terms as a “gap filler” is “a limited and extraordinary remedy” that does not protect sophisticated parties from the harsh operation of contract provisions in circumstances the parties could have anticipated. Specifically, the Supreme Court held that minority members of a limited liability company had no recourse to the implied covenant when the admission of new members reset certain capital return requirements that had to be satisfied before the minority members had the right to liquidate their investments through a sale of the company. The Supreme Court did so notwithstanding the Delaware Court of Chancery’s finding that, had the issue been identified and addressed at the time the new members were admitted, the minority members would not have agreed to that result. More ›
Delaware Governor John Carney delivered his third State of the State address yesterday, January 17th, in the Senate Chamber. For the healthcare world, what was in it was just as interesting as what was not in it. Highlights included re-emphasis of his existing benchmark proposal as well as Lt. Gov. Hall-Long’s work on mental health and addiction. Looking forward, he signaled a shift in focus to promoting healthy lifestyles, stating support to “raise the age for purchasing cigarettes from 18 to 21.” We’ll unpack these a little more below, but interestingly what didn’t make it in there was any talk about the outcomes of the Medicaid Buy-In Task Force (to not buy the lede – Delaware may become an individual mandate state) or the Primary Care Collaborative, both of which released major reports just a few weeks ago. More ›
Here’s a first look at Governor Carney’s State of the State today, January 17. Plenty of air time on a wide range of healthcare issues, including spending benchmarks, addiction, mental health, raising the legal age to purchase tobacco to 21, and even prison healthcare system reform. All in all an ambitious agenda for the 2019 legislative session.