Posts from 2005

Federal Court Denies Re-Argument In Fiduciary and Contract Breach Case

Damage Recovery Systems, Inc. v. Tucker, No. Civ. 02-1647-SLR, 2005 WL 388596 (D.Del. Feb. 2, 2005). Defendant filed a motion for re-argument in a matter involving breach of contract and breach of fiduciary duties. The plaintiff prevailed on its Motion for Summary Judgment. Defendant then filed this motion which the Court denied. More › Share

Plaintiff Loses Motion To Dismiss For Lack Of Jurisdiction

American Scheduling, Inc. v. Radiant Systems, Inc., C.A. No. 725-N, 2005 WL 736889 (Del. Ch. Feb. 09, 2005). This is a motion to quash jurisdictional discovery. The court granted the motion, quashing the discovery. More › Share

Federal Court Denies Jury Trial in Breach Of Contract And Fiduciary Duty Breach Claims

Damage Recovery Systems, Inc. v. Tucker, No. Civ. 02-1647-SLR, 2005 WL 388597 (D.Del. Feb. 2, 2005) . Plaintiff filed an action in 2002 alleging that the defendant had breached: (1) a non-compete covenant in his Consulting Agreement with Plaintiff; and had (2) aided and abetted the breach of fiduciary duties owed by plaintiff's former officer. Plaintiff sought compensatory and punitive damages and the defendant demanded a jury trial on both claims. While plaintiff moved to strike the defendant's demand for jury trials, the defendant filed a Memorandum stating that he was not opposed to the denial of a jury trial to the extent the parties Consulting Agreement provided. The Court denied the requests for a jury trial on both claims. More › Share

Defendant Fails To Rebut Presumption Of Beneficial Causation For Merger Fee Award

In re Plains Resources Inc. Shareholders Litigation, C.A. No. 071-N, 2005 WL 332811 (Del. Ch. Feb. 04, 2005). This is an action for plaintiff's attorney fees following settlement of fiduciary duty-based shareholder class actions. More › Share

Following Bench Trial in Breach of Contract Case, Superior Court Awards More than a Million Dollars to Plaintiff

Interim Healthcare, Inc. v. Spherion Corp., 884 A.2d 513 (Del. Super. Ct. 2005), aff'd, 886 A.2d 1278 (Del. 2005). In this case, the purchasers of a home health care company brought an action against the seller to recover for multiple alleged breaches of a stock purchase agreement ("Agreement") and recovery under indemnification provisions. Following a non-jury trial, the court found for the plaintiff on certain claims, and awarded the plaintiff $1,070,719.47 in damages. More › Share

Court Tolls Appraisal Statute Despite First-Filing In Bankruptcy Court

Encompass Services Holding Corp. v. Prosero Incorp. f/k/a FacilityPro.com Corp., C.A. No. 578-N, 2005 WL 332810 (Del. Ch. Feb. 03, 2005). This is a 8 Del. C. §262 share appraisal case brought by a "debtor in possession" after the dismissal of its earlier filed adversarial proceeding in the bankruptcy court. More › Share

Court of Chancery Stays Discovery Applying The "Special Circumstances" Test

George D. Orloff, et al. v. Lloyd J. Shulman, et al., C.A. No. 852-N, 2005 WL 333240 (Del. Ch. Feb. 02, 2005). Minority shareholders of LLC brought a derivative suit for corporate waste and breach of fiduciary duties. Defendants filed a motion to stay discovery pending the resolution of a motion to dismiss. The court granted it. More › Share

Federal Court Permits New York's Longer Statute Of Limitations Applying Delaware's Borrowing Statute And Case Law

B. Lewis Productions, Inc. v. Bean, No. 02-93-KAJ, 2005 WL 273298 (D.Del. Jan. 28, 2005). The central dispute in this Memorandum Order that dealt with a motion in limine was which statute of limitations applied: Delaware's three year statute or New York's six year statute. Plaintiff brought a breach of contract and fraud action under the diversity jurisdiction of the Court. Plaintiff, counterclaim defendant and third-party defendant Butch Lewis ("Lewis"), a Delaware citizen, filed a motion in limine to prevent Vaughn Bean ("Bean"), a defendant and a citizen of Illinois, from introducing evidence of damages at trial predating February 4, 1999, under statute of limitation grounds. The Court denied the motion. More › Share

Superior Court Holds That It Has Personal Jurisdiction Over Foreign Limited Partnership Because of Forum Selection Clause in Contract

Alstom Power Inc. v. Duke/Fluor Daniel Caribbean S.E., C.A. No. 04C-02-275 CLS, 2005 WL 407206 (Del. Super. Ct. Jan. 31, 2005). The plaintiff brought a breach of contract action in Superior Court. The defendant moved to dismiss for lack of personal jurisdiction. The court accepted the plaintiff's argument that it was appropriate for the court to exercise personal jurisdiction based on a forum selection clause in the contract. More › Share

Court of Chancery Examines Post-Merger Insurance Agreement And Denies Injunction Demanding Notice Under Policies

Tenneco Automotive Inc., et al. v. El Paso Corp., et al., C.A. No. 18810-NC (Del. Ch. Jan. 28, 2005). This is an insurance contract related action brought by plaintiff, who also sought an injunction demanding notice under certain insurance policies. Plaintiff also sought a declaratory judgment that the insurance settlement agreement did not impair their rights and a permanent injunction. More › Share

Court of Chancery Denies Answer Amendment On Public Policy Grounds

Oliver, et al. v. Boston University., et al., C.A. No. 16570-NC (Del. Ch. Jan. 28, 2005). Plaintiff filed a motion to amend its answer to limit its liability exposure to its shareholders in a publicly traded corporation, by asserting an affirmative defense under the law of Massachusetts. More › Share

Court of Chancery Permits Privileged Documents For "Good Cause" Under "Mutuality of Interest" Exception

In re Freeport-McMoran Sulphur, Inc. Shareholder Litig., C.A. No. 16729, 2005 WL 225040 (Del. Ch. Jan. 26, 2005). This discovery-related action involves a claim of access to defendant-corporation's documents listed in its privilege log through a motion to compel. The court granted the motion in part, but denied production of the shareholder repurchase document. More › Share

Court of Chancery Holds No Right To Books And Records Without Attested Documentary Evidence Supporting Shareholder Status

Frank D. Seinfeld v. Verizon Communications Inc., C.A. No. 484-N, 2005 WL 147765 (Del. Ch. Jan. 21, 2005)(published at 873 A.2d 316) (revised Jan. 24, 2005). This is a books and records summary judgment action under 8 Del. C. §220. More › Share

Court of Chancery Holds Limitation Act In 10 Del. C. 8111 And Not 8106 Applies For "Other [Work] Benefits"

Little Switzerland, Inc. v. Patrick J. Hopper, C.A. No. 590 (Del. Ch. Jan. 24, 2005)(published at 867 A.2d 955). This case involved a request for an injunction filed by the employer-corporation seeking to stop an arbitration of a contractual claim by a plaintiff-employee. The employee sought significant payments under a Change in Control transaction that allegedly triggered a clause vesting the right to payment in the employee. The court held the claim was time-barred under 10 Del. C. §8111 and not 10 Del. C. §8106. More › Share

Court of Chancery Holds Limitation Statutes Run From Notice Of Wrongful Act

Jacques Pomeranz, et al. v. Museum Partners, L.P., C.A. No. 20211, 2005 WL 217039 (Del. Ch. Jan. 24, 2005). In this motion to dismiss opinion, the court examines whether the claims were tolled or untimely and held against the plaintiff. The plaintiff had instituted contract claims, fiduciary duty violation claims and a breach of the limited partnership agreement claim against the defendant-partners. More › Share