Morris James represents clients in high-value, high-stakes litigation. We work multi-faceted cases from start to finish against top-tier adversaries with strict focus on achieving our client's business and litigation objectives. We use technology to control costs and manage mega-document cases to develop case management plans that are both effective and efficient.
We counsel clients with regard to contract disputes ranging from stock and asset purchase agreements, LLC and LP agreements, employment contracts, service contracts, and contracts for the sale of goods. Our attorneys frequently litigate significant contract cases in the Delaware Supreme Court, Court of Chancery, Superior Court, and the U.S. District Court for the District of Delaware.
Our attorneys frequently litigate significant cases in all of the Delaware state and federal courts, including the Delaware Supreme Court, Delaware Court of Chancery, Delaware Superior Court, and the U.S. District Court for the District of Delaware.
Our Contract Litigation Team
The Morris James business torts team is among the most well-respected in Delaware. Our attorneys are recognized by Chambers USA and are listed in Benchmark Litigation, Best Lawyers®, and Delaware Super Lawyers® for their business litigation skills.
Morris James is also highly regarded among the Delaware bench, as evidenced by the long list of former judges and chancellors who joined the firm, including our current partner former Vice Chancellor John Noble.
The Morris James litigation style is comforting to clients and deeply grounded in facts and court precedent, not hyperbole. We develop trusting, loyal relationships with clients and co-counsel to formulate and execute cohesive litigation strategy. Both clients and competitors respect our reasoned, accurate and focused guidance and counsel.
- Represented an Indian pharmaceutical company in multi-state sales and marketing contract disputes under Article 2 Sales of the Uniform Commercial Code
- Defended a global semiconductor manufacturer in lease to purchase equipment contracts
- Defended a Fortune 500 telecommunications company against contract and business tort claims for service charges on customer phone bills in 13 states
- Defended buyer against claims of breach of contract arising out of alleged failure to make earn-out payments required by asset purchase agreement
- Represented buyer in asserting claims under asset purchase agreement for breach of representations and warranties and release of escrow funds
- Defended buyer against breach of contract claims arising out of asset purchase agreement for allegedly failing to reimburse seller for certain expenses
- Represented party in litigating against former joint venture partners obligations under asset purchase agreement and service agreement
Morris James maintains the Delaware Business Litigation Report, a blog of all recent, significant Delaware corporate and commercial law decisions.
Contract Litigation: Superior Court: Complex Civil Litigation Division (CCLD)
Cost-effective Strategy Results in Prompt Resolution of Multi-Million Dollar Claim for Morris James Client
When our client, a large manufacturer of semiconductor chips, was faced with a multi-million dollar claim for breach of a purchase option under an equipment lease, Morris James employed a cost-effective strategy that allowed for a prompt favorable resolution.
Near the end of a master lease, our client, the Lessee, exercised its option to buy leased equipment from its Lessor. The equipment’s purchase price was set and paid by Lessee. By the end of the lease, Lessee had paid nearly $65M to lease the equipment for three-and-a-half years.
Lessor nevertheless filed an action in Delaware, seeking over $3.5M from Lessee (or nearly 73% of the equipment’s purchase price) based on Lessee’s alleged 45-day delay in paying the purchase price. Lessor sought liquidated damages for double the rent, late-charge interest on the alleged past-due purchase price, return of the equipment, and attorneys’ fees.
When a lessee exercises a purchase option in an equipment lease, the terms of the purchase control the parties’ relationship. The former lessor becomes a seller of the equipment, the former lessee becomes the buyer, and as such the seller no longer has rights as a lessor to charge rent for the buyer’s continuing possession of the previously-leased equipment or demand the equipment’s return due to a late payment of the purchase price. The only exception to this rule is an agreement in which the terms governing the purchase option expressly provide for a right to charge rent or the equipment’s return in connection with any period between the expiration of the lease and payment of the purchase price. Absent such an express term, if the payment of the purchase price is untimely or past due, awarding interest on the purchase price fully compensates a seller who awaited payment.
Lessee believed that Lessor’s action was governed by these established legal principles, and presented a discrete legal question: since Lessee timely elected to purchase the equipment, could Lessor still recover rent and enforce other remedies related to the lease of the equipment if Lessee’s payment of the purchase price was past due, or instead, was Lessor limited to seeking an award of interest if the payment of the purchase price was past due?
To obtain a prompt answer, and to avoid the costs of discovery and unnecessary attorneys’ fees, we proposed to both Lessor’s counsel and the Complex Commercial Litigation Division of the Superior Court to cross-move for partial summary judgment. We posited that the Superior Court’s answer to this discrete question would narrow Lessor’s potential damages from millions of dollars related to the lease of the equipment, to thousands in interest for any past-due payment of the purchase price. This answer would in turn compel a resolution of Lessor’s action. The Superior Court and Lessor agreed to our proposal.
The Superior Court granted Lessee summary judgment that the lease was extinguished and a sales contract to purchase the equipment arose. Thus, Lessor was not entitled to rent or repossession of the equipment under the purchase option in the lease. Instead, if Lessee’s payment of the purchase price was late, Lessor was limited to damages equal to late-charge interest, and attorneys’ fees solely for prosecution of its late-charge interest claims.
As expected, faced with the economic constraints of discovery or an interlocutory appeal, and a well-reasoned decision that limited recovery to thousands of dollars, not millions, Lessor opted to settle for a de minimis amount. Our client was grateful not only for this result, but also for the cost-effective strategy that brought the action to a quick and favorable resolution.
- P. Clarkson Collins, Jr., Of Counsel
- Lewis H. Lazarus, Partner
- John W. Noble, Of Counsel
- John H. Newcomer, Jr., Partner
- Albert H. Manwaring, IV, Partner
- K. Tyler O'Connell, Partner
- Albert J. Carroll, Partner
- Samuel E. Bashman, Associate
- Michelle G. Bounds, Associate
- R. Eric Hacker, Partner
- Alena Smith, Associate
- David J. Soldo, Partner
- Kirsten A. Zeberkiewicz, Counsel
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Videos & Podcasts
- P. Clarkson Collins, Jr.Of Counsel
- Lewis H. LazarusPartner
- John W. NobleOf Counsel
- John H. Newcomer, Jr.Partner
- Albert H. Manwaring, IVPartner
- K. Tyler O'ConnellPartner
- Albert J. CarrollPartner
- Samuel E. BashmanAssociate
- Michelle G. BoundsAssociate
- R. Eric HackerPartner
- Alena SmithAssociate
- David J. SoldoPartner
- Kirsten A. ZeberkiewiczCounsel