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Motion to Dismiss › Contract Interpretation

Morris James LLP

Chancery Allows a Claim for Contract Reformation to Proceed Based on Alleged Mutual Mistake

Morris James LLP on

Kingfishers L.P. v. Finesse US, Inc., C.A. No. 2024-0344-SG (Del. Ch. Oct. 30, 2024) - In this decision, the Court of Chancery held that the plaintiffs failed to state claims for fraud and equitable fraud, but pled...more

Farrell Fritz, P.C.

Bob Dylan Takes Breach of Contract Action Out with Just One Punch

Farrell Fritz, P.C. on

A reminder to practitioners: when a contract is unambiguous, the submission of a hurricane of extrinsic evidence to “interpret” it on a pre-answer motion to dismiss won’t fly....more

Lewitt Hackman

Franchisee 101: Real Estate Amendment Not Up to Interpretation

Lewitt Hackman on

A franchisee sued real estate franchisor Century 21 for a declaration whether the franchisee could end its franchise agreement early despite a provision that deleted the franchisee’s early termination right. Noting the...more

Zelle LLP

Spa Virus Coverage Ruling Misses The Mark

Zelle LLP on

In response to the wave of litigation over COVID-19-related business income claims, an overwhelming majority of courts considering the relevant policy language — approximately 80% — have found no coverage as a matter of law...more

Gould + Ratner LLP

Policyholders See New Developments in COVID-19 Case Law

Gould + Ratner LLP on

Insurers across the nation continue to file motions to dismiss COVID-19 cases brought by policyholders on three primary grounds: 1. there is no” physical loss or damage” to the covered property, 2. there is no “prohibition...more

Stinson - Corporate & Securities Law Blog

“Sole Discretion” Language in LLC Agreement does not Eliminate Fiduciary Duties

Stinson - Corporate & Securities Law Blog on

The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al.  The dispute was among members of a Delaware limited liability company, Skye Mineral...more

Knobbe Martens

Sublicense May Survive Termination of a Main License

Knobbe Martens on

FRAUNHOFER-GESELLSCHAFT v. SIRIUS XM RADIO INC. Before Dyk, Linn, and Taranto.  Appeal from the District of Delaware. Summary:  Contract interpretation must be applied in determining whether a sublicense survives...more

K&L Gates LLP

Contract Language Must Be Unambiguous For Chancery Court to Grant Dismissal As Matter of Law

K&L Gates LLP on

In Fortis Advisors LLC v. Stora Enso AB letter opinion 180810, Stora Enso AB (the “Defendant”) filed a motion to dismiss the claims by Fortis Advisors LLC (the “Plaintiff”), alleging the merger agreement (the “Merger...more

Sheppard Mullin Richter & Hampton LLP

Additional Price of a Judicial Reaction: Waiver of One's Contractual Right to Arbitration

Sheppard Mullin Richter & Hampton LLP on

In Volpe v. Interpublic Group of Companies, Inc., No. 652308/2012, Judge Eileen Bransten denied plaintiff Ray Volpe’s (“Volpe”) motion to compel arbitration and granted defendant The Interpublic Group of Companies, Inc.’s...more

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