The statute of limitations for a breach of a "continuous contract” does not accrue until the contract is at an end. But what is a ”continuous contract?” This decision attempts to explain that concept that largely turns on...more
This is an interesting decision for its discussion on what must be pled to obtain Chancery jurisdiction in a claim seeking to pierce the corporate veil. It is not enough to just allege the entity was used to defraud. Rather,...more
11/3/2015
/ Amended Complaints ,
Breach of Contract ,
Construction Contracts ,
Corporate Veil ,
Dismissal With Prejudice ,
Failure To State A Claim ,
Federal Rule 12(b)(6) ,
Fiduciary Duty ,
Fraud ,
Misrepresentation ,
Motion to Dismiss ,
Pleadings ,
Subject Matter Jurisdiction
How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more
11/3/2015
/ Acquisitions ,
Attorney's Fees ,
Breach of Contract ,
Confidentiality Agreements ,
License Agreements ,
Manufacturers ,
Parent Corporation ,
Permanent Injunctions ,
Purchase Agreement ,
Software ,
Subsidiaries ,
Unfair Competition
Former directors are entitled to advancement when they are sued “by reason of the fact” that they acted as directors in committing allegedly bad conduct. That test can be hard to apply. However, as this case makes clear, when...more
This decision concerns a soap opera with bizarre facts and alleged witness tampering that hopefully will never be repeated. It does have a good discussion on what notice the board of directors must give to a controller before...more
KAN-DI-KI, LLC v. Suer, C.A. No. 7937-VCP (July 22, 2015)
- This is an interesting case just for the cast of characters involved. However, it also has 2 important legal points....more
This is an interesting decision because of its comments on when the implied duty to act fairly and in good faith may be asserted as a separate claim even when a claim based on the contract between the parties has not been...more
ITW Global Investments Inc. v. American International Partners Capital Fund IV, L.P., C.A. No. 14C-10-236 JRJ (June 24, 2015)
This decision explains several important aspects of Delaware law. First, a claim for fraud...more
Akzo Nobel Coatings Inc. v. The Dow Chemical Company, C.A. No. 8666-VCP (June 5, 2015)
This is yet another decision declining to uphold a claim based on the covenant to deal in good faith and fairly....more
This is yet another Supreme Court decision marking the bounds of the covenant of good faith and fair dealing. The covenant is not to be used to modify the terms of a contract, to add terms the parties chose to not include or...more
In this interesting order affirming a Chancery decision, the Supreme Court went out of its way to make a point. A stockholder suit alleging that the board breached a stock option plan may state a claim for breach of contract...more
When a contract spells out that its obligations are to be carried out in a “commercially reasonable best efforts” manner, it will be harder to argue there is any gap that the covenant of good faith and fair dealing may fill....more
This decision explains how various liability theories in a complaint relate to one another so as not to be duplicative. For example, a breach of fiduciary duty claim will be dismissed when it relies on the same facts as a...more