RGIS International Transition Holdco LLC v. Retail Services WIS Corp., C.A. No. N21C-12-077 (Del. Super. February 13, 2024)

Under Delaware law, a corporation generally cannot conspire with its own officers, directors, or agents, nor can those individuals aid and abet a tort committed by the corporation. There is a “personal motivation exception” to this general rule, under which an agent can be liable for conspiring with or aiding and abetting the corporation when acting outside of that agent’s corporate role or pursuant to personal motivations. 

In this case before the Complex Commercial Litigation Division of the Delaware Superior Court, the plaintiffs attempted to invoke that exception, arguing that the individual defendants had acted out of a personal motivation to potentially reduce a personal tax liability owed to the Mexican government, when conspiring with the corporation to sell a suite of Mexican companies without disclosing certain tax liabilities. The Superior Court rejected this argument. The Court held that, while the individual defendants may have benefitted from the sale, the pleadings admitted that the individual defendants acted in their corporate capacities, as officers, to negotiate and effectuate the at-issue transaction. Accordingly, the Court held that the plaintiffs had failed to plead facts supporting the “personal motivation exception” and the general rule required dismissal of the claims against the individual defendants.