News & Analysis as of

Motion to Dismiss Breach of Duty Breach of Contract

Morris James LLP

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

Morris James LLP on

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

Mintz

Texas Court Rules ESG Lawsuit Against Employer's 401(k) Plan Can Proceed

Mintz on

Recently, a Texas federal court denied the defendants' motion to dismiss in a lawsuit featuring allegations that an employer's 401(k) plan, which allegedly relied on ESG principles when making investments, violated ERISA. ...more

Freiberger Haber LLP

Fraudulent Inducement, Merger Clauses and Duplication

Freiberger Haber LLP on

A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more

King & Spalding

Kansas Federal Court Allows Developers’ Tort and Contract Claims to Proceed Against Bond Trustee

King & Spalding on

On September 13, 2023, the U.S. District Court for the District of Kansas granted in part and denied in part UMB Bank’s motion to dismiss counterclaims for tortious interference, breach of contract, and breach of the duty of...more

Morris James LLP

Entire Fairness Standard Applied to Transaction Benefitting Controllers of Controllers

Morris James LLP on

Tueza v. Lindon, C.A. No. 2022-0130-SG (Del. Ch. Apr. 27, 2023) - Because controlling stockholders of Delaware corporations owe fiduciary duties to both the corporation and to its minority stockholders, the Court of...more

Morris James LLP

Delaware Corporate and Commercial Case Law Year in Review - February 2023

Morris James LLP on

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more

Morris James LLP

Chancery Resolves Section 225 Dispute and Declines to Invalidate Written Consents

Morris James LLP on

Zhou v. Deng, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) - When deciding a summary proceeding regarding a disputed corporate office under Section 225 of the DGCL, the Court of Chancery may consider whether an election,...more

Farrell Fritz, P.C.

All You Need Is Love… And An Articulable Nexus Of Fraud

Farrell Fritz, P.C. on

What can you do when the parties you are suing are effectively judgment-proof? Oftentimes, plaintiffs will try to go after a defendant’s family member or related entity. ...more

Morris James LLP

Chancery Addresses Claims Arising Out of LLC Dispute Involving Parallel Venture

Morris James LLP on

Largo Legacy Group, LLC v. Evens Charles, C.A. No. 2020-0105-MTZ (Del. Ch. June 30, 2021) - In this LLC dispute, an investor in a hotel development company alleged that the company principals breached the operating...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Goodwin on

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Morris James LLP

Chancery Dismisses Derivative Breach of Contract Claim Against Directors for Alleged Violations of Certificate of Incorporation

Morris James LLP on

Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021) - A corporate charter represents a contractual agreement between the corporation and its stockholders. In Lacey, the Court of Chancery addressed...more

Morris James LLP

Chancery Resolves Dispute Between Competing Special Committees, Finding Second Committee Could Not Voluntarily Dismiss Suit...

Morris James LLP on

In re WeWork Litigation, C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020) - This decision addresses a matter of first impression arising out of a dispute pitting two special committees of the same company, WeCompany...more

Morris James LLP

Chancery Rejects Conspiracy Jurisdiction Over Foreign Defendant

Morris James LLP on

Lacey v. Mota-Velasco, C.A. No. 2019-312-SG (Del. Ch. Oct. 6, 2020) - Under Istituto Bancario, a foreign defendant alleged to be part of a conspiracy may be subject to personal jurisdiction in Delaware, but only if the...more

Hinshaw & Culbertson LLP

The LHD/ERISA Advisor: Failure to Plead "Special Relationship" Results in Dismissal of Breach of Fiduciary Duty Claim

In Tifer v. New York Life Ins. Co., 2019 U.S. Dist. LEXIS 119702 (N.D. Fla. July 18, 2019), a U.S. District Court for the Northern District of Florida dismissed a state law claim for breach of fiduciary duty against an...more

Cadwalader, Wickersham & Taft LLP

2019 Year in Review: Securitization Litigation and Regulation

There were significant developments in 2019 as courts continued to issue important decisions in this space and significant legislation impacting the residential mortgage-backed securities (“RMBS”) market came into effect.  A...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Applies Noerr-Pennington Doctrine to Dismiss Claim for Unlawful Retaliation

In Pozner v. Fox Broadcasting Co., Justice Saliann Scarpulla of the Commercial Division dismissed plaintiff Cliff Pozner’s (“Pozner”) retaliation claim, which alleged that counterclaims filed against him by defendant Fox...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Closes Door to Derivative Claims on Behalf of Cancelled LLC

The Commercial Division recently ruled, in a case captioned as Hopkins v. Ackerman, that derivative claims on behalf of an LLC need to be brought before the LLC ceases to exist. ...more

Morris James LLP

Chancery Addresses the Direct and Derivative Claim Distinction and Demand Futility in the LLC Context

Morris James LLP on

Stone & Paper Investors LLC v. Blanch, C.A. No. 2018-0394-TMR (Del. Ch. May 31, 2019). Plaintiff sued Defendants, who were supposed to manage the parties’ limited liability company, directly and derivatively for breaching...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Decision Applies Issues Frequently Considered on Motions to Dismiss

In considering a motion to dismiss related to a real estate development joint-venture gone bad, a recent decision by Justice Andrea Masley in 3P-733, LLC v Davis (No. 650800/2018 [N.Y. Sup. Ct., N.Y. Cty., April 2, 2019])...more

Seyfarth Shaw LLP

Pennsylvania Federal Court Finds That Plaintiff’s Trade Secret Misappropriation Allegations Hold Up

Seyfarth Shaw LLP on

A Pennsylvania federal court recently denied Defendant Synchrony Group, LLC’s motion to dismiss a trade secret lawsuit filed by Plaintiff Jazz Pharmaceuticals, Inc. (Jazz”) holding that Plaintiff sufficiently stated a trade...more

Seyfarth Shaw LLP

Can Attorneys Be Liable For Directing Clients To Breach Non-Competes? One Federal Court Says Maybe

Seyfarth Shaw LLP on

In a classic example of bad facts creating bad law, a federal judge in Kentucky recently denied a motion to dismiss claims brought against attorneys who allegedly counseled employees to breach a non-compete agreement and...more

Fox Rothschild LLP

Chancery Dismisses Claims That Are Duplicative Of Breach Of Contract Claim

Fox Rothschild LLP on

In the recent decision of Edinburgh Holdings, Inc. v. Education Affiliates, Inc., C.A. No. 2017-0500-JRS (Del. Ch. June 6, 2018), the Delaware Court of Chancery considered whether claims for breach of contract, breach of...more

Orrick - Finance 20/20

SDNY Grants Trustees’ Motion to Dismiss Triaxx CDOs’ RMBS Claims with Prejudice

Orrick - Finance 20/20 on

On March 8, 2018, Judge Naomi Reice Buchwald of the United States District Court for the Southern District of New York issued a Memorandum and Order granting Defendants’ motion to dismiss Plaintiffs’ Third Amended Complaint...more

Carlton Fields

District Of South Carolina Denies Motion To Dismiss Action Involving Fronting Relationship

Carlton Fields on

Applying Delaware law, a South Carolina District Court found Plaintiff had properly pled its causes of action for breach of contract, breach of fiduciary duty, negligence/gross negligence and negligent misrepresentation...more

Pullman & Comley, LLC

Appellate Court Notes

Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: SC19493 - Standard Oil of Connecticut, Inc. v. Administrator, Unemployment Compensation Act - SC19493 Dissent - Standard Oil of Connecticut, Inc. v. Administrator,...more

26 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide