Showing 590 posts in Case Summaries.
Superior Court Grants Defendant's Motion to Dismiss and Finds that Clause in Construction Contract Required Arbitration
Rejecting Defendant's Argument that Partnership had Merely Dissolved and Was "Winding Up," Superior Court Finds that Partnership had Terminated and that its Right of First Refusal on Property was Extinguished when It Terminated
Court of Chancery Stays Litigation in Favor of First-Filed Suit in Another Jurisdiction under McWane
W.C. McQuaide, Inc. v. Leland R. McQuaide, et al., C.A. No. 612-N, 2005 WL 1288523 (Del. Ch. May 24, 2005) Court considered a motion to dismiss or stay this action in favor of an earlier filed case in Pennsylvania. The Court concluded that the Pennsylvania Action was first-filed and that this case should be stayed pending resolution of that action. More › ShareCourt of Chancery Found Written Consent To Be Valid to Appoint Directors
Federal Court Denies Motion To Remand Because Plaintiffs Demand For Coverage Met the Amount-In-Controversy Requirement
Federal Court Awards Attorney Fees And Expenses Despite Lack Of Bad Faith In Eleven Month Discovery Delay
Tracinda Corp. v. Daimlerchrysler AG, No. Civ.A. 00-993-JJF, 2005 WL 927187 (D.Del. Apr. 20, 2005). This opinion relates to plaintiff's motion for sanctions for defendants' late production of documents in discovery. The matter was referred to a Special Master for a hearing in 2003. The Special Master found for the plaintiff who then filed the present motion for relief including: (1) witness Valade be barred from testifying about matters included in the delayed production unless his responses were required by the plaintiff's or the Court's questions; (2) that two witnesses be recalled to testify at trial; and (3) that the defendants be ordered to pay plaintiff's fees and costs incurred towards resolving the matters connected with the late production of the Valade documents. The Court denied plaintiff's request to bar Valade's testimony and permitted him to testify on all matters. It dismissed the second relief as moot because the parties had agreed to permit recall of the two witnesses. The Court however granted plaintiff's motion and awarded all costs and fees associated with the delayed production of the Valade notes. More › ShareFederal Court Dismisses Claim Of Personal Jurisdiction Because Website Listing Did Not Meet Due Process Requirement
Court of Chancery Dismisses Stockholders' Claims Because Claims were Derivative and Demand was Not Excused
In re J.P. Morgan Chase & Co. S'holder Litig., 2005 WL 1076069 (Del. Ch. April 29, 2005), aff'd, 2006 WL 585606 (Del. Mar. 8, 2006). J.P. Morgan Chase & Co. ("JPMC") and Bank One agreed to a business combination that was expected to create the second largest financial institution in the country. JMPC paid a premium over the market share price for Bank One, effectively making JPMC the acquirer and the Bank One the target. After the merger was completed, the stockholders of the acquirer sued its directors, alleging breaches of fiduciary duty with regard to the acquisition. Their claims stemmed from the allegation that the directors paid too much for the acquired bank. The defendants moved to dismiss the complaint on the basis that the claims were derivative, not direct, and that demand was not excused. The court granted defendants motion to dismiss. More › ShareCourt of Chancery Finds that Substantial Litigation Expenses Not a Sufficient Material Adverse Effect to Rescind a Contract
Superior Court Dismisses Case Against Member of Limited Liability Company, Finding that Member Was Not Liable for the Actions of the Limited Liability Company
Federal Court Dismisses Fraud And All Securities Claims Against Defendants In DaimlerChrysler AG Merger
Federal Court Dismisses Consumer Fraud And Punitive Damages Claims In Diversity Suit Under Arizona Law
Court of Chancery Decides Atypical Appraisal Proceeding in Which Parties had Stipulated to All But One Asset of Merging Company
Finkelstein v. Liberty Digital, Inc., 2005 WL 1074364 (Del. Ch. April 25, 2005). This appraisal case involved the fair value of shares of a company, Liberty Digital, Inc., that was merged with an acquisition subsidiary of Liberty Media Corporation and survived the merger as a wholly owned subsidiary of Liberty Media. What was atypical about this appraisal case was that the parties were able to stipulate to the value of all but one of Liberty Digital's assets. More › ShareCourt of Chancery Finds Change of Control Payments are Reasonable if a Majority of a Board of Directors Ceased to be "Existing Directors"
California Public Employees' Retirement System v. Coulter, 2005 WL 1074354 (Del. Ch. April 21, 2005). Defendant Lone Star Steakhouse & Saloon, Inc. agreed to make change of control payments to certain employees if a majority of its board of directors ceased to be "Existing Directors." "Existing Directors" were those directors in office at the time of the change of control agreements and those new directors who were approved by Existing Directors. The views of new directors who were not approved as Existing Directors would not be considered in determining whether subsequent new directors would be considered Existing Directors. The question is whether such a provision contravenes the teachings of Carmody v. Toll Brothers, Inc., 723 A.2d 1180 (Del. Ch.1998), which concluded that directors may not be granted distinctive voting powers unless they are authorized by the certificate of incorporation, something Lone Star's certificate of incorporation does not do. More ›
ShareCourt of Chancery Enforces Arbitration Clause of LLC Agreement Because Claims "Arose Under" the Agreement
CAPROC Manager, Inc. v. The Policemen's & Firemen's Retirement System of the City of Pontiac, 2005 WL 937613 (Del. Ch. April 18, 2005). This case stemmed from a dispute between shareholders of the Delaware limited liability company, CAPROC LLC, which is governed by a Limited Liability Company Agreement. Defendants sought to remove CAPROC Manager as the Managing Shareholder of CAPROC and purport to have done so by a majority shareholder vote. In response to Defendants' actions, CAPROC Manager and CAPROC brought this suit for, among other things, entry of a status quo order and a declaration under 6 Del. C. - 18-110 that CAPROC Manager remain the Managing Shareholder of CAPROC. The court granted Defendants motion to dismiss in favor of arbitration because Plaintiffs' claims were subject to arbitration under the LLC Agreement. More ›
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