Albert Carroll

Albert Carroll

Morris James LLP

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Chancery Refuses to Enforce Nationwide Noncompete

Centurion Service Group, LLC v. Wilensky, C.A. No. 2023-0422-MTZ (Del. Ch. Aug. 31, 2023) - In Frontline Techs Parent LLC v. Murphy, C.A. 2023-0546-LWW (Del. Ch. Aug. 23, 2023), the Court of Chancery recently declined a...more

1/11/2024  /  Employment Contract , Motion to Dismiss , Non-Compete Agreements , Restrictive Covenants , Subsidiaries

Chancery Determines That Former Executives Are Not Entitled to Equity Awards Under Separation Agreement

SeaWorld Entm't, Inc. v. Andrews, C.A. No. 2020-0955-NAC (Del. Ch. May 19, 2023) - SeaWorld Entertainment, Inc. granted unvested equity awards to employees. Pursuant to equity agreements, the awards would vest if the...more

9/12/2023  /  Breach of Contract , Motion to Dismiss , Separation Agreement

Entire Fairness Standard Applied to Transaction Benefitting Controllers of Controllers

Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023) - Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of...more

8/24/2023  /  Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Motion to Dismiss

Chancery Finds Restrictive Covenant in Stock Purchase Agreement is Unreasonable and Unenforceable

Intertek Testing Servs. NA, Inc., C.A. No 2022-0853-LWW (Del. Ch. Mar. 16, 2023) - Delaware courts do not mechanically enforce non-competes. Instead, the non-compete must be reasonable in scope and duration and advance a...more

8/2/2023  /  Confidential Information , Motion to Dismiss , Non-Compete Agreements , Non-Solicitation Agreements , Restrictive Covenants , Stock Purchase Agreement

Chancery Denies Motion to Dismiss Finding Primedia Argument Inapplicable

In Re Orbit/FR, Inc. Stockholders Litig., C.A. No. 2018-0340-SG (Del. Ch. January 9, 2023) - In In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013), the Court examined whether a litigation asset being...more

4/25/2023  /  Breach of Duty , Derivative Suit , Fiduciary Duty , Mergers , Motion to Dismiss , Shareholder Litigation

Delaware Corporate and Commercial Case Law Year in Review - February 2023

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more

2/13/2023  /  Board of Directors , Breach of Contract , Breach of Duty , Corporate Counsel , Derivative Suit , Fiduciary Duty , Motion to Dismiss , Shareholders

Chancery Dismisses Claims Seeking to Unwind Secondary Transactions that Allegedly Jeopardized Recovery for Primary Fraudulent...

Burkhart v. Genworth Fin., Inc., C.A. No. 2018-0691-JRS (Del. Ch. May 10, 2022) - The plaintiffs were a putative class of policyholders and insurance agents with an interest in long-term care insurance policies written by...more

10/11/2022  /  Avoidance , Creditors , Debtors , Fraudulent Transfers , Motion to Dismiss

Chancery Resolves Section 225 Dispute and Declines to Invalidate Written Consents

Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) - When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more

8/8/2022  /  Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Motion to Dismiss , Shareholders

Chancery Denies Indemnification to Director After Examining Settlement Agreement

Huret v. Mondobrain, Inc., C.A. No. 2021-0208-SG (Del. Ch. Apr. 27, 2022) - Under Section 145(c) of the DGCL, a director that has been successful on the merits or otherwise in defending a covered proceeding is entitled to...more

8/8/2022  /  Board of Directors , Breach of Duty , Fiduciary Duty , Indemnification , Motion to Dismiss

Chancery Declines to Order Production of Privileged Document

Drachman v. BioDelivery Sciences International, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021) - Drachman addresses the attorney-client privilege, certain exceptions thereto, including the Garner doctrine, and...more

11/10/2021  /  Attorney-Client Privilege , Breach of Duty , Discovery , Electronically Stored Information , Fiduciary Duty , Motion to Compel , Motion to Dismiss , Privileged Documents , Shareholders

Chancery Addresses Claims Arising Out of LLC Dispute Involving Parallel Venture

Largo Legacy Group, LLC v. Evens Charles, C.A. No. 2020-0105-MTZ (Del. Ch. June 30, 2021) - In this LLC dispute, an investor in a hotel development company alleged that the company principals breached the operating...more

8/17/2021  /  Breach of Contract , Breach of Duty , Fiduciary Duty , Limited Liability Company (LLC) , Motion to Dismiss

Chancery Dismisses Derivative Breach of Contract Claim Against Directors for Alleged Violations of Certificate of Incorporation

Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021) - A corporate charter represents a contractual agreement between the corporation and its stockholders. In Lacey, the Court of Chancery addressed...more

3/31/2021  /  Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Motion to Dismiss

Superior Court Applies Affiliate Privilege Doctrine To Dismiss Tortious Interference Claim Against Controller, While Sustaining...

Surf’s Up Legacy Partners, LLC v. Virgin Fest, LLC, C.A. No. N19C-11-092 PRW CCLD (Del. Super. Jan. 13, 2021) - In adjudicating a dispute over a scuttled deal in the music festival industry, the Delaware Superior Court...more

2/25/2021  /  Breach of Contract , Fraud , Limited Liability Company (LLC) , Motion to Dismiss

Chancery Resolves Dispute Between Competing Special Committees, Finding Second Committee Could Not Voluntarily Dismiss Suit...

In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020) - This decision addresses a matter of first impression arising out of a dispute pitting two special committees of the same company, WeCompany...more

2/8/2021  /  Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Motion to Dismiss

Chancery Dismisses First-Filed Action Involving Delaware Choice of Law and Forum Selection Clause for Forum Non Conveniens

Focus Fin. Partners, LLC v. Holsopple, C.A. No. 2020-0188-JTL (Del. Ch. Nov. 2, 2020) - Defendant moved on forum non conveniens grounds to dismiss an action brought by a recent hire’s former employer to enforce various...more

1/22/2021  /  Forum Non Conveniens , FRCP 12(b)(3) , Jurisdiction , Motion to Dismiss , Personal Jurisdiction

Chancery Rejects Conspiracy Jurisdiction Over Foreign Defendant

Lacey v. Mota-Velasco, C.A. No. 2019-312-SG (Del. Ch. Oct. 6, 2020) - Under Istituto Bancario, a foreign defendant alleged to be part of a conspiracy may be subject to personal jurisdiction in Delaware, but only if the...more

11/25/2020  /  Breach of Contract , Breach of Duty , Fiduciary Duty , Foreign Defendants , Long Arm Statute , Motion to Dismiss , Personal Jurisdiction

Delaware Superior Court Allows Statutory Tort Claims for Computer Crimes to Proceed Alongside Breach of Contract Claims

Work Capital, LLC v. AlphaOne Capital Partners, LLC, C.A. No. N19C-08-036 PRW CCLD (Del. Super. June 25, 2020) - Delaware law may provide statutory tort remedies in addition to contractual remedies for actions involving...more

8/18/2020  /  Breach of Contract , Motion to Dismiss , Service Level Agreements

Delaware Superior Court Finds Purchase Agreement Language Limits the Scope of Possible Claims Concerning Earn-Out Dispute

Collab9, LLC v. En Pointe Technologies Sales, LLC, C.A. No. N16C-12-032 (MMJ) (CCLD) (Del. Super. Sept. 17, 2019). Under an asset purchase agreement (“APA”), the purchaser (“PCM”) acquired substantially all of the assets...more

10/17/2019  /  Asset Purchase Agreements , Breach of Contract , Breach of Implied Contract , Earn-Outs , Fraud , Motion to Dismiss

Chancery Finds Prospective Purchaser May Pursue Breach Claims Against Target Despite Termination Fee Payment

Genuine Parts Company v. Essendant Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019). Termination fee provisions are commonplace buy-side protection in M&A transactions intended to recoup a failed prospective...more

10/8/2019  /  Breach of Contract , Damages , Merger Agreements , Mergers , Motion to Dismiss , Non-Solicitation Agreements

Delaware Superior Court Finds Civil Investigation Demand Triggers Insurer’s Duty to Defend Insured

Conduent State Healthcare v. AIG Specialty, C. A. No. N18C-12-074 MMJ (Del. Super. June 24, 2019). Addressing an issue for which there is a split in authority, the Delaware Superior Court held that a Civil Investigative...more

7/2/2019  /  Breach of Contract , Civil Investigation Demand , Duty to Defend , Federal Rule 12(b)(6) , Insurance Industry , Motion to Dismiss

Chancery Addresses the Direct and Derivative Claim Distinction and Demand Futility in the LLC Context

Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019). Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more

6/28/2019  /  Breach of Contract , Breach of Duty , Derivative Suit , Federal Rule 12(b)(6) , Fiduciary Duty , Motion to Dismiss

Chancery Unseals Confidential Complaint for Failure to Comply With Court Rules

The Chemours Co. v. DowDupont Inc., C.A. No. 2019-0351-SG (Del. Ch. June 7, 2019). The Delaware courts have long tried to balance the public’s right of access to information about judicial proceedings with the legitimate...more

6/19/2019  /  Appeals , Confidential Information , Corporate Counsel , Motion to Dismiss

Chancery Finds Adequately Pled Breach of Fiduciary Duty Based on Course of Disruptive Conduct

Klein v. Wasserman, C. A. No. 2017-0643-KSJM (Del. Ch. May 29, 2019). The typical claim for breach of fiduciary duty arises out of a single transaction or event, or several closely-related transactions or events. ...more

6/19/2019  /  Breach of Duty , Covenant of Good Faith and Fair Dealing , Fiduciary Duty , Implied Covenants , Motion to Dismiss

Chancery Declines to Find Personal Jurisdiction Over LLC Officers

CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019). Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...more

4/3/2019  /  Delaware Limited Liability Company Act , Limited Liability Company (LLC) , LLC Agreements , Motion for Summary Judgment , Motion to Dismiss , Partial Summary Judgments , Personal Jurisdiction

Chancery Addresses Scope of Contractual Forum Selection Provisions

Plaze, Inc. v. Callas, C.A. No. 2018-0721-TMR (Del. Ch. Feb. 28, 2019). Delaware courts generally respect and enforce forum selection provisions in contracts. It is often disputed whether or not certain contracting parties...more

3/20/2019  /  Forum Selection , Motion to Dismiss , Personal Jurisdiction , Purchase Agreement
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