Delaware Has Jurisdiction over Corporation Based on Claims Arising out of Performance of Predecessor's Contracts


The Superior Court of Delaware recently denied a motion to dismiss for lack of personal jurisdiction, holding that, following a merger, the defendant corporation continued to transact business within Delaware and, in connection with that business, caused injury within the state. As a result, the court determined that the assertion of personal jurisdiction over the foreign defendant was proper.

Defendant Micco World, Inc. is a Georgia corporation and the surviving entity of a merger with Constellation Group, Inc., a Delaware corporation. Plaintiff Universal Capital Management, Inc. entered into two contracts with Constellation whereby it acquired warrants for common stock in Constellation in exchange for providing the company with business management assistance and introductions to potential investors. The investors introduced by Universal invested approximately $600,000 in Constellation. Universal alleged that this funding was misappropriated by the officers of Micco, who were also named as defendants, and that in order to hide their wrongdoing, the defendants provided delayed and inaccurate accountings to Universal.

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