Brown v. Kellar, C.A. No. 2018-0687-MTZ (Del. Ch. Dec. 21, 2018) -
Control disputes, like those under Section 225 of the DGCL, are summary, narrow proceedings limited to the issues regarding title to office. The Court of...more
iBio v. Fraunhoffer Gesellschaft, C.A. No. 2017-0790-TMR (Del. Ch. Dec. 10, 2018) -
This decision has two helpful analyses. First, it addresses the conspiracy theory of jurisdiction under the well-known Instituto Bancario...more
The Washington House Condominium Association Of Owners v. Daystar Sills Inc., C.A. N15C-01-108 WCC CCLD (November 13, 2018) -
This is an interesting decision because it explains when there is privity between parties so as...more
CompoSecure LLC v. Cardux LLC, C.A. No. 177,2018 (Del. November 7, 2018) -
This is an important decision because it holds that an LLC agreement may make a contract void for failure to comply with the required provisions in...more
Cabela’s LLC v. Wellman, C.A. 2018-0607-TMR (October 26, 2018) -
Delaware law broadly enforces noncompete agreements. However, it will not do so when the public policy of a state with greater contacts to the parties...more
Lyons Insurance Agency Inc. v. Wilson, C.A. 2017-0092-SG (September 28, 2018) -
This is a good decision for its explanation of when a non-compete agreement will be enforced when it does not have a geographical limit....more
Nuvasive Inc. v. Miles, C.A. 2017-0720-SG (September 28, 2018) -
Delaware will enforce non-compete agreements against former employees, but generally California law bars such agreements. ...more
Cedarview Opportunities Master Fund L.P. v. Spanish Broadcasting System Inc. C.A. 2017-0785-AGB (August 27, 2018) -
How to interpret the provisions of preferred stock is often a difficult task. Any preference must be...more
QC Holdings Inc. v. Allconnect Inc., C.A. 2017-0715-JTL (August 27, 2018) -
This decision on a undisputed factual record interpreted a contractual right to put stock by rejecting one side’s argument as “commercially...more
Norman v. Elkin, C.A. No. 06-005-LPS (D. Del. Sept. 4, 2018) -
Litigation seeking to inspect a corporation’s records under Section 220 of the DGCL might toll the statute of limitations for certain claims under the right...more
Ethica Corporate Finance S.r.L. v. Dana Incorporated, C.A. No. N17C-10-145 EMD CCLD (August 16, 2018)
Under the Cryo-Maid decision, a forum non conveniens motion must consider the impact on a defendant forced to litigate...more
Fortis Advisors LLC v. Stora Enso AB, C.A. No. 12291-VCS (Del. Ch. Aug. 10, 2018) -
Many merger agreements provide for additional payments after closing depending on the target’s performance....more
Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Del. Ch. Aug. 13, 2018) -
An LLC agreement may provide what payout a departing member receives for his or her interest. It also may provide that a member may be forced to...more
Catlin Specialty Insurance Company v. CBL & Associates Properties Inc., C.A. No. N16C-07-166 PRW CCLD (August 9, 2018) -
This is an important decision because it upholds the right of an insurance company to recover defense...more
Askari v. Pharmacy Corporation of America, C.A. 16-1123-RGA (D. Del. August 8, 2018) -
It is not always clear when two agreements are to be read as one. This is because incorporating one agreement into a second agreement...more
Hiller & Associates LLC v. Garden Fresh Restaurants LLC, C.A. 18-152-VAC-MPT (D. Del. August 9, 2018) -
This is an interesting decision because it dismisses a counterclaim that is contradicted by the claimant’s answer to...more
Flowshare, LLC v. Georesults Inc., C.A. N17C-07-227 EMD CCLD (July 25, 2018) -
This decision explains when a fraud claim survives a motion to dismiss that is based on the argument that an integration clause in a contract...more
CSH Theatres L.L.C. v. Nederlander of San Francisco Associates, C.A. No. 9380-VCMR (Del. Ch. July 31, 2018) -
This drama arises from a dispute involving the Curran Theatre in San Francisco. The decision mostly deals with...more
Wenske v. Blue Bell Creameries Inc., C.A. 2017-0699-JRS (July 6, 2018) -
When the parties to a LLP agree on the standard of conduct the general partner should follow, its failure to live up to that standard is a breach of...more
World Class Wholesale LLC v. Star Industries Inc., C.A. N17C-05-093 MMJ (May 22,2018) -
This decision explains that when a contract may be validly terminated in less than a year the statute of frauds does not apply....more
Viking Pump Inc. v. Century Indemnity Company, C.A. N10C-06-141 PRW CCLD (May 23, 2018) -
This decision has an important warning. A complaint for a declaratory judgment does not alone entitle a plaintiff to a monetary...more
Glidepath Limited v. Beumer Corporation, C.A. No. 1220-VCL (Del. Ch. June 4, 2018) -
This decision addresses two contracting parties’ divergent expectations relating to whether a delayed closing affected the agreement’s...more
In Re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG (Del. Ch. May 17, 2018) -
Conflicted transactions are commonplace in the master limited partnership (MLP) context. The entity’s operating...more
MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) -
Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more
PR Acquisitions LLC v. Midland Funding LLC, C.A. 2017-0465-TMR (April 30, 2018) -
This is an important decision because it teaches two important lessons. First, when an asset sale agreement contains explicit requirements...more