Tyler O'Connell

Tyler O'Connell

Morris James LLP

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Superior Court CCLD Holds that Lack of Agency Relationship Between Founders and Seller Prevents Imputation of Fraud to Seller

Pinnacle IV, L.P. v. Cyberlabs AI Holdings Ltd., C.A. No. N23C-04-021 MAA CCLD (Del. Super. July 11, 2024) - Who can be held liable for a fraudulent statement is often a key issue in fraud claims. In this decision from...more

12/10/2024  /  Breach of Contract , Buyers , Counterclaims , Fraud , Fraudulent Inducement , Promissory Notes , Sellers

Chancery Breaks With Two Earlier Decisions, Finds That an Integration Clause Does Not Bar Fraud Claims Based on Expressions of...

Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024) - Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby one...more

10/31/2024  /  Breach of Contract , Fraud , Implied Covenants , Misrepresentation , Motion to Dismiss

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

6/21/2024  /  Aiding and Abetting , Board of Directors , Breach of Contract , Breach of Duty , Fiduciary Duty , Fraud , Merger Agreements , Mergers , Motion to Dismiss , Shareholder Litigation , Shareholders

Chancery Decision Explains Availability of Reformation as a Targeted Remedy

AECOM, et al. v. SCCI Nat’l Hldgs., Inc., C.A. No. 2022-0727-MTZ (Del. Ch. Sept. 27, 2023) - Although the Court of Chancery frequently resolves contractual disputes, it grants contractual reformation only when...more

2/7/2024  /  Breach of Contract , Contract Terms , Fraud , Shareholders

Chancery Sustains M&A Fraud Claims Based On Near-Term EBITDA Projections

In re P3 Health Grp. Hldgs., LLC, C.A. No. 2021-0518-JTL (Del. Ch. Oct. 26, 2022) - This recent decision addresses three points of interest relevant to fraud claims....more

1/3/2023  /  EBITDA , Federal Rule 12(b)(6) , Fraud , Motion to Dismiss

Superior Court’s Complex Commercial Litigation Division Reaffirms Delaware’s Public Policy Against Intra-Contractual Fraud

Aveanna Healthcare, LLC v. Epic/Freedom LLC, N20C-08-055 AML CCLD (July 29, 2021). Under Delaware law, parties may agree contractually to disclaim reliance – and potential liability for fraud – based on false...more

9/21/2021  /  Breach of Contract , Commercial Litigation , Fraud , Purchase Agreement

Delaware Choice of Law Provision in Stock Purchase Agreement Does Not Eliminate Claim for Fraud under California Securities Act

Swipe Acquisition Corp. v. Krauss, C.A. No. 2019-0509-PAF (Del. Ch. Jan. 28, 2021) - This decision concerned a motion to dismiss a claim for fraud under the California Securities Act, which the defendants argued was...more

2/15/2021  /  Breach of Contract , Choice-of-Law , Fraud , Stock Purchase Agreement

Chancery Applies Contractual Shortening of Limitations Period for Breaches of Representations, Finds it Inapt to Fraud Claims and...

Pilot Air Freight, LLC v. Manna Freight Systems, Inc., C.A. No. 2019-0992-JRS (Del. Ch. Sept. 18, 2020) - In a familiar fact pattern, an acquirer of a business brought suit against sellers claiming, inter alia, that the...more

11/23/2020  /  Anti-Reliance Clauses , Asset Purchase Agreements , Buyers , Fraud , Limitation Periods , Motion to Dismiss , Representations and Warranties

Chancery Provides Guidance on Agency and Joint Venture Theories of Vicarious Liability

Otto Candies, LLC v. KPMG, LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Aug. 21, 2020) - The Court of Chancery dismissed a complaint filed by creditors and former business affiliates of a defunct Latin American offshore oil...more

10/2/2020  /  Audits , Fraud , Motion to Dismiss , Negligent Misrepresentation , Vicarious Liability

CCLD Applies Anti-Reliance Provisions, Dismisses Buyer’s Fraud Claims

Infomedia Group, Inc. v. Orange Health Solutions Inc., C.A. No. N19C-10-212 AML CCLD (Del. Super. Ct. July 31, 2020) - This case is a strong reminder that Delaware will enforce anti-reliance clauses to bar claims for fraud...more

9/9/2020  /  Anti-Reliance Clauses , Fraud , Purchase Agreement

Chancery Denies Sellers’ Request for Dismissal, Finding That Fraud Claims Were Timely Filed and Properly Pled

Agspring Holdco, LLC v. NGP X US Holdings, L.P., C.A. No. 2019-0567-AGB (Del. Ch. July 30, 2020) - This opinion concerns a buyer’s attempt to plead fraud in connection the acquisition of a business. The Court denied in the...more

9/9/2020  /  Breach of Duty , EBITDA , Fiduciary Duty , Fraud , Private Equity

CCLD Bars Tort Claims Overlapping with Contract Claims under Economic Loss Doctrine

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

7/29/2020  /  Breach of Contract , Breach of Duty , Economic Loss Doctrine , Fraud , Fraudulent Inducement

Chancery Dismisses Fraud, Misrepresentation and Mistake Claims Based on Anti-Reliance Provisions

Midcap Funding X Trust v. Graebel Companies, Inc., C.A. No. 2018-0312-MTZ (Del. Ch. Apr. 30, 2020) - The Court of Chancery found on a motion to dismiss that the plaintiffs’ allegations regarding misrepresentations in...more

6/3/2020  /  Anti-Retaliation Provisions , Breach of Contract , Fraud , Motion to Dismiss

Chancery Finds Corporation Fraudulently Induced Investor into Contract, Acting “Through Concealment and Silence”

Maverick Therapeutics Inc. v. Harpoon Therapeutics, Inc., C.A. No. 2019-0002-SG (Del. Ch. Apr. 3, 2020). In this post-trial opinion, the Court of Chancery found that Harpoon Therapeutics, Inc., (“Harpoon”), a Delaware...more

5/26/2020  /  Breach of Contract , Fraud , Investors

Chancery Applies Borrowing Statute, Dismisses Plaintiff’s Fraud Claims as Time-Barred

CHC Investments, LLC v. FirstSun Capital Bancorp, C.A. No. 2018-0353-KSJM, (Del. Ch. Mar. 23, 2020). On a motion to dismiss plaintiff’s claims for fraud, the Delaware Court of Chancery applied Delaware’s three-year...more

5/8/2020  /  Foreign Jurisdictions , Fraud , Motion to Dismiss , Statute of Limitations

Superior Court Dismisses Fraud Claim Improperly Boot-Strapped To Breach Of Contract Claim

Cont’l Fin. Co., LLC, v. ICS Corp., C.A. No. N19C-07-184 AML (Del. Super. Feb. 20, 2020). This case represents another example of the application of the “bootstrap doctrine” to define the limits of a contract party’s...more

3/31/2020  /  Breach of Contract , DE Supreme Court , Federal Rule 12(b)(6) , Fraud

Superior Court CCLD Addresses Pleading Standards for Trade Secret, Fraud and Implied Covenant Claims

Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250 PRW CCLD (Del. Super. Ct. Aug. 7, 2019). Brightstar and PCS, two competitors that distribute new and pre-owned mobile devices, entered into a buy/sell agreement...more

9/4/2019  /  Breach of Contract , Breach of Implied Contract , Buy-Sell Agreements , Counterclaims , Covenant of Good Faith and Fair Dealing , Fraud , Implied Covenants , Mergers , Motion to Dismiss , Pleading Standards , Trade Secrets

Chancery Examines Framework of Fiduciary Disclosure Obligations in Soliciting Private Investments

Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019). This opinion decides a motion to dismiss fraud and related tort claims arising out of various investments against a former director and CEO and an...more

8/22/2019  /  Board of Directors , Federal Rule 12(b)(6) , Fiduciary Duty , Fraud , Motion to Dismiss , Shareholders

Delaware Public Policy Does Not Preclude D&O Insurance Coverage for Fraud

In Arch Insurance v. Murdock, (Del. Ch. Mar. 1, 2018), a D&O insurance coverage dispute, the state Superior Court’s complex commercial litigation division reasoned broadly to hold that, absent a contrary choice of law clause,...more

3/15/2018  /  Board of Directors , D&O Insurance , Fraud , Policy Exclusions , Popular , Shareholders
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