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Delaware Business Litigation Report 
Provides business-related litigation information which has been summarized by attorneys currently practicing in Delaware's courts. Searchable Case Summary Database contains summaries of court opinions released since January 2005. Provides links to other resources such as the Delaware Code and administrative rules.
Post Frequency: 5/day Last Entry: March 29, 2011 at 12:53:19 Recent Entries: 436
By Morris James LLP
Go to Delaware Business Litigation Report, find other Litigation blogs, or browse all law blogs.
Court of Chancery Approves "Continuing Directors"
Posted on May 12, 2009San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals Inc., C.A. 4446-VCL (May 12, 2009) One defense against a hostile takeover is a provision that permits only "continuing directors" to approve certain important corporate acts...
Court of Chancery Orders Dissolution Upon End of Term
Posted on May 06, 2009In re Nextmedia Investors LLC, C.A. 4067-VCS (May 6, 2009) This is an interesting case, because it upholds the right of a member of an LLC to have it dissolved at the end of the term set for its existence in the LLC Agreement even when more than 90% of the members want it to continue...
Court of Chancery Limits Inspection Rights in LLC
Posted on May 06, 2009Jakks Pacific, Inc.v. THQ/Jakks PAcific LLC. C.A. 4295-VCL (May 5, 2009) When the business of an LLC is limited, so too may inspection rights be limited. Here the "business" was to exploit a license that was about to come to an end, and the Court held there was no need to inspect business records to value the business as there may well be nothing left to value...
Court of Chancery Limits Turning Contracts Into Fiduciary Duties
Posted on April 30, 2009Nemec v. Shrader, C.A. 3878-CC (April 30, 2009) A contract right does not create a fiduciary duty. Here the plainitffs had a contract that gave their former employer the right to buy back company stock at book value. The employer did so on the eve of a big transaction, greatly increasing the company's book value...
Chancellor Warns of the Perils of Inaction
Posted on April 29, 2009Tooley v. AKA Financial Inc., C.A. 18414-CC (April 29, 2009) While it is well know that the failure to prosecute a class action may lead to the case being dismissed, many practitioners just do not believe in the need to move a case along or risk losing it...
Corporation's Ability to Take Advantage of Corporate Opportunity an Issue of Material Fact
Posted on April 28, 2009Norman v. Elkin, C.A. No. 06-005-JJF (D. Del. Apr. 28, 2009) The district court denied motions for summary judgment for claims of breach of contract, usurpation of corporate opportunities, breaches of fiduciary duty, breach of the duty of disclosure, conversion and misappropriation, and fraudulent representation...
Court of Chancery Explains Scope of Representation Clauses
Posted on April 27, 2009Ivize of Milwaukee, LLC v. Compex Litigation Support LLC, C.A. 3158-VCL (April 22, 2009) While a statement may not be a lie unless the speaker knows he has failed to tell the truth, a contractual representation does not require knowledge that it is false for it to be actionable if untrue...
Spear Complaint Not Fatally Speculative
Posted on April 27, 2009Spear Pharm. Inc. v. William Blair & Co. LLC, C.A No. 07-821-JJF (D. Del. Apr. 27 2009) The district court denied motions to dismiss the complaint and found the Supreme Court's decision in Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) instructive...
District Court Denies Motion for Summary Judgment Based on Void Ab Initio Defense
Posted on April 03, 2009Lynch v. Coinmaster USA, Inc., C.A. No. 06-365-JJF (D. Del. Mar. 30, 2009) In this opinion, the court denied a broad application of the ultra vires doctrine. Seeking damages for breach of an employment agreement with Coinmaster USA, Inc., the plaintiff claimed that he was owed outstanding monthly pay, a termination fee, profits and stock options...
District Court Denies Motion for Summary Judgment Based on Void Ab Initio Defense
Posted on April 03, 2009Lynch v. Coinmaster USA, Inc., C.A. No. 06-365-JJF (D. Del. Mar. 30, 2009) In this opinion, the court denied a broad application of the ultra vires doctrine. Seeking damages for breach of an employment agreement with Coinmaster USA, Inc., the plaintiff claimed that he was owed outstanding monthly pay, a termination fee, profits and stock options...
Court of Chancery Holds When There Is No Contribution There Is No Fee
Posted on April 02, 2009In re William Lyon Homes Shareholders Litigation, C.A. No. 2015-VCN (Del Ch. April 4, 2009) This decision deals with when a plaintiff may receive a fee when a merger price is increased after he files suit and then his case is mooted. The general rule applied here is that while the defense has the burden of proving the plaintiff did not contribute to the increased price, when the merger consideration was increased without any help from the plaintiff, there is no fee...
Court of Chancery Holds When There Is No Contribution There Is No Fee
Posted on April 02, 2009In re William Lyon Homes Shareholders Litigation, C.A. No. 2015-VCN (Del Ch. April 4, 2009) This decision deals with when a plaintiff may receive a fee when a merger price is increased after he files suit and then his case is mooted. The general rule applied here is that while the defense has the burden of proving the plaintiff did not contribute to the increased price, when the merger consideration was increased without any help from the plaintiff, there is no fee...
The 21st Tulane Corporate Law Institute Begins Tomorrow
Posted on April 01, 2009Here is the brochure for the program, which takes place April 2-3. The panelists are among the most respected and knowledgeable legal minds and financial experts involved in corporate law and M&A, including Chief Justice Myron T. Steele and Justice Jack B...
Court of Chancery Upholds Right of "Beneficial" Member To Sue in LLC Case
Posted on April 01, 2009Mickman v. American International Processing LLC, C.A. No. 3869-VCP (Del. Ch. April 1, 2009) In the case of an LLC, unlike in a Delaware corporation, the statutory definitions of who may seek court relief have not been broadened. Generally, only a member or manager has those rights, and who is a member is determined by the LLC operating agreement...
Court of Chancery Upholds Right of "Beneficial" Member To Sue in LLC Case
Posted on April 01, 2009Mickman v. American International Processing LLC, C.A. No. 3869-VCP (Del. Ch. April 1, 2009) In the case of an LLC, unlike in a Delaware corporation, the statutory definitions of who may seek court relief have not been broadened. Generally, only a member or manager has those rights, and who is a member is determined by the LLC operating agreement...
The 21st Tulane Corporate Law Institute Begins Tomorrow
Posted on April 01, 2009Here is the brochure for the program, which takes place April 2-3. The panelists are among the most respected and knowledgeable legal minds and financial experts involved in corporate law and M&A, including Chief Justice Myron T. Steele and Justice Jack B...
Court of Chancey Explains Class Release Rules
Posted on March 31, 2009In re Countrywide Corporation Shareholders Litigation, C.A. No. 3464-VCN (Del. Ch. March 31, 2009) This decision provides an excellent outline of what claims may be released in a class action settlement. Here the objectors to the settlement had a damage claim unique to them but that the proposed settlement would have released...
Court of Chancey Explains Class Release Rules
Posted on March 31, 2009In re Countrywide Corporation Shareholders Litigation, C.A. No. 3464-VCN (Del. Ch. March 31, 2009) This decision provides an excellent outline of what claims may be released in a class action settlement. Here the objectors to the settlement had a damage claim unique to them but that the proposed settlement would have released...
Delaware Supreme Court Limits Revlon and Defines Good Faith, Again
Posted on March 25, 2009Lyondell Chemical Company v. Ryan, C.A. 401, 2008 (Del Sup March 25, 2009) In this expected reversal of a decision by the Court of Chancery, the Supreme Court has again defined what constitutes "bad faith." The reversal was expected because of the unusual action of the Supreme Court in taking an interlocutory appeal from a decision denying summary judgment ...
Court of Chancery Limits Use of Interested Directors' Votes
Posted on March 23, 2009Sutherland v. Sutherland, C.A. No. 2399-VCL (Del. Ch. March 23, 2009) This decision is a good outline of the effect of Section 144 of the Delaware General Corporation Law that permits transactions to be judged on their merits even if they are with interested directors...
Court of Chancery Limits Use of Interested Directors' Votes
Posted on March 23, 2009Sutherland v. Sutherland, C.A. No. 2399-VCL (Del. Ch. March 23, 2009) This decision is a good outline of the effect of Section 144 of the Delaware General Corporation Law that permits transactions to be judged on their merits even if they are with interested directors...
Court of Chancery Explains Scope of Exculpation Clause
Posted on March 18, 2009Addy v. Piedmonte, C.A. 3571-VCP (Del. Ch. March 18, 2009) It is now common to include a clause in contracts that asserts a buyer has not relied on anything she was told and instead has only relied on her own investigation and the promises contained in her written contract...
Court of Chancery Explains Scope of Exculpation Clause
Posted on March 18, 2009Addy v. Piedmonte, C.A. 3571-VCP (Del. Ch. March 18, 2009) It is now common to include a clause in contracts that asserts a buyer has not relied on anything she was told and instead has only relied on her own investigation and the promises contained in her written contract...
District Court Denies Partial Summary Judgment on Breach of Implied Covenant of Good Faith and Fair Dealing Claim
Posted on March 10, 2009Zwanenberg Food Group (USA) Inc. v. Tyson Refrigerated Processed Meats, Inc., Civ. No. 08-329-LPS (D. Del. Feb. 27, 2009). United States Magistrate Judge Leonard P. Stark denied Tyson Refrigerated Processed Meats, Inc.'s ('Tyson') motion for partial summary judgment of Zwanenberg Food Group (USA) Inc...
District Court Denies Partial Summary Judgment on Breach of Implied Covenant of Good Faith and Fair Dealing Claim
Posted on March 10, 2009Zwanenberg Food Group (USA) Inc. v. Tyson Refrigerated Processed Meats, Inc., Civ. No. 08-329-LPS (D. Del. Feb. 27, 2009). United States Magistrate Judge Leonard P. Stark denied Tyson Refrigerated Processed Meats, Inc.'s ('Tyson') motion for partial summary judgment of Zwanenberg Food Group (USA) Inc...
Court of Chancery Awards Fees Based on Intangible Benefit
Posted on March 06, 2009In re Yahoo! Shareholders Litigation, C.A. 3561-CC (Del. Ch. Mar. 6, 2009) This is another in a line of cases where substantial attorney fees ($8,400,000) are awarded to a stockholder whose complaint achieves an intangible benefit for the corporation...
Court of Chancery Awards Fees Based on Intangible Benefit
Posted on March 06, 2009In re Yahoo! Shareholders Litigation, C.A. 3561-CC (Del. Ch. Mar. 6, 2009) This is another in a line of cases where substantial attorney fees ($8,400,000) are awarded to a stockholder whose complaint achieves an intangible benefit for the corporation...
Court of Chancery Denies Buy Out Claim Based on Change of Control
Posted on March 03, 2009BASF Corp. v. POSM II Properties Partnership L.P., C.A. 3608-VCS (Del. Ch. Mar. 3, 2009) The plaintiff in this case argued it was entitled to be bought out of the partnership because the partnership agreement provided buy out rights when control of the partnership changed...
Court of Chancery Denies Buy Out Claim Based on Change of Control
Posted on March 03, 2009BASF Corp. v. POSM II Properties Partnership L.P., C.A. 3608-VCS (Del. Ch. Mar. 3, 2009) The plaintiff in this case argued it was entitled to be bought out of the partnership because the partnership agreement provided buy out rights when control of the partnership changed...
Court of Chancery Denies Request for Reformation of Merger Agreement
Posted on February 27, 2009Metcap Securities LLC v. Pearl Senior Care Inc., C.A. 2129-VCN (Del. Ch. Feb. 27, 2009) In this decision the Court explains when it will grant reformation of a contract based on mistake. Most importantly, it held that an attorney was authorized to agree to the amendment to a contract that his client later argued was a mistake...
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Did I harass someone?
Oh, yes. This can be taken in as so many things, especially since you had testif...
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Anyone can co-sign. A straw purchase would be if you has someone buy the car for...
I have worked for this employer for only three weeks. The employer makes up his own rules as to what he chooses to report for the purpose of property taxes. He tells me to "let them come after us". He defines Entertain
He arrogantly insists, "let them come after us." Well, if you are invo...
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