Capone v. LDH Management Holdings LLC, C.A. No. 11687-VCG (April 25, 2018) -
Under the LLC Act, as with the DGCL, an entity planning to dissolve and distribute its assets is required to set aside some reserve of assets to...more
Leaf Invenergy Company v. Invenergy Wind LLC, C.A. 11830-VCL (April 19, 2018) -
This is an important decision because it points out that the breach of a contract does not always mean damages will be awarded....more
Lincoln Benefit Life Company v. Wilmington Trust N.A., C.A. N17C-08-301 ALR (April 5, 2018) -
This decision holds that a case will not be dismissed on forum grounds just because it involves the interpretation of another...more
Decisivedge LLC v. VNU Group LLC, C.A. N17C-05-584 WCC CCLD (March 19, 2018) -
Too frequently a plaintiff seeks to buttress its case by adding a fraud or tort claim to what is really just a breach of contract....more
Arch Insurance Company v. Murdock, C.A. N16C-01-104 EMD CCLD (March 1, 2018) -
This decision upholds coverage under a D&O policy for a claim alleging fraud by directors. This is not too surprising as the Delaware...more
Composecure LLC v. Cardux LLC, C.A. 12524-VCL (February 1, 2018) -
Most of this decision deals with when a contract is void or voidable. If the signing is in violation of mandatory provisions in the entity’s governing...more
HBMA Holdings LLC v. LSF9 Stardust Holdings LLC, C.A. 12806-VCMR (December 8, 2017) -
This decision illustrates the dangers of not following the limited contractual time to file a dispute and instead relying on an...more
Novipax Holdings LLC v. Sealed Air Corporation, No. N17C-03-1682 (November 28, 2017) -
This is an interesting decision because it explains: (1) when a fraud claim may be brought despite anti-reliance provisions in a...more
Clean Harbors Inc. v. Union Pacific Corporation, No. N15C-07-081 MMJ CCLD (Nov. 15, 2017) -
When an obligation to indemnify includes the fees incurred in the underlying litigation is a surprisingly frequent question....more
The Boeing Company v. Spirit Aerosystems Inc., No. N14C-12-055 EMD CCLD (Dec. 5, 2017) -
This decision explains the process and proof required to establish the amount of a fees award....more
Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) -
With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more
The Washington House Condominium Association Of Unit Owners v. Daystar Sills Inc., C.A. N15C-01-108 WCC CCLD (August 8, 2017) -
When is a corporate employee responsible for tortious conduct in that capacity? This decision...more
A material adverse change or effect clause permits a party to avoid its contractual obligations under certain circumstances. Delaware courts have addressed so-called “MAC” clauses in the merger agreement context on a number...more
This is an excellent review of when a signatory to a contract might be personally liable notwithstanding that he claims to have only signed in a representative capacity. Hint: contractual references to the signatory separate...more
This decision holds that a general obligation to indemnify another party to a contract applies only to claims filed by a third party and not to claims between the parties to the contract itself. Hence, if you want to cover...more
This decision explains the difference between a defendant’s right of setoff and recoupment. The key difference is that the right of setoff arises out of an independent transaction, while recoupment must be based on the same...more
It may surprise many of us to know that a party who does not sign a general release may still be bound by its terms. Yet, that is what this decision holds under this case’s facts, which involved New York law and a release...more
This is an excellent primer on the rules that guide the proper interpretation of a contract. While the rules it applies are taught to first year law students, they are too often forgotten by those of us long out of school....more
This is an interesting advancement case as it applies the usual test of whether the former directors have been sued “by reason of the fact” they were directors in the context of suit against former owners’ representative for...more
A recurring problem in Delaware jurisprudence is whether breach of contract and fiduciary duty claims may proceed simultaneously....more
This decision explains the timelines for seeking to vacate an arbitration award. It illustrates that an arbitration proceeding has its own rules that the parties better understand or lose their rights....more
Practitioners often assume that if they provide a contractual right to an injunction for breach of contract, that the Court is obligated to find such a breach constitutes the irreparable harm that warrants an injunction. Not...more
This is an important decision, particularly if it is a precedent that will be followed in other contexts. Basically, the Court has held that expectation damages may be awarded for the breach of even a preliminary agreement...more
ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015)
This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more
Tulum Management USA LLC v. Casten, C.A. 11321-VCN (November 9, 2015)
- A Delaware court will not stay its hand in favor of litigation elsewhere in an advancement or indemnification case absent “exceptional...more