GEA Sys. N. Am. LLC v. Golden State Foods Corp., C.A. No. N18C-11-242 EMD CCLD (Del. Super. Ct. June 8, 2020) -
This case illustrates the extent to which the economic loss doctrine bars tort claims arising out of the same...more
Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM (Del. Ch. Mar. 25, 2020).
Parties to LLC agreements often provide for buyout provisions upon specified events, such as when a member ceases to be an...more
MKE Holdings v. Schwartz, C.A. No. 2018-0729-SG (Del. Ch. Sept. 26, 2019).
Under Delaware law, the managers of a limited liability company owe the entity and its members the traditional common law fiduciary duties of care...more
Eagle Force Holdings, LLC v. Campbell, C.A. No. 10803-VCMR (Del. Ch. Aug. 29, 2019).
Parties to a contract must provide evidence of an overt manifestation of assent for a contract to be enforceable under Delaware law....more
GMF ELCM Fund L.P. v. ELCM HCRE GP LLC, C.A. No. 2018-0840-SG (Del. Ch. Aug. 7, 2019).
The equitable remedy of dissolution is extraordinary. Given the extraordinary record before it, and the abundance of evidence that the...more
Hill v. LW Buyer LLC, C. A. No. 2017-0591-MTZ (Del. Ch. July 31, 2019).
As this summary judgment decision illustrates, even where parties to a securities purchase agreement agree on a buyer’s entitlement to indemnification...more
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
Germaninvestments Ag. and Herrling v. Allomet Corporation and Yanchep LLC, C.A. No. 2018-0666-JRS (Del. Ch. May 23, 2019).
As this case illustrates, Delaware courts generally respect and enforce forum selection clauses,...more
P&TI Acquisition Co. v. Morgenthaler Partners VII, LP, C.A. No. N18C-08-059 AML CCLD (Del. Super. May 9, 2019).
Plaintiff P&TI Acquisition Co. brought a breach of contract action asserting that Defendants violated a 2012...more
Parties who form Delaware limited liability companies to organize their business affairs do so to structure their relationships contractually. This enables them to organize the governance and economic rights in a manner...more