Posts tagged Case Summaries

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

Court of Chancery Holds Claims Accrue Upon Receipt Of Inquiry Notice Of Wrongful Act

Certainteed Corp. v. Celotex Corp., et al., C.A. No. 471, 2005 WL 217032 (Del. Ch. Jan. 24, 2005). Plaintiff brought a breach of contract action against defendant sellers under their asset purchase agreement for indemnification of losses and other related claims. More › Share

Federal Court Denies Motion To Transfer Applying The Jumara Public-Private Balancing Factors

Kuck v. Veritas Software Corp., No. Civ. 04-831-SLR, 2005 WL 123744 (D.Del. Jan. 14, 2005). Defendant filed a Motion to Transfer in a matter involving securities violations. The defendants sought to transfer the matter to the Northern District of California. The Court denied the defendants' motion. More › Share

Federal Court Permits Amendment Of Answer And Addition Of Counterclaim In Suit Involving Trade Secrets Violation Under Kansas Law

CC Investors Corp. v. Raytheon Co., No. Civ. A. 03-114-JJF, 2005 WL 81591 (D.Del. Jan. 07, 2005). This opinion considered a Motion For Leave To File Its First Amended Answer and Counterclaim filed by Defendant Raytheon Travel Air Company ("Travel Air"). Travel Air filed the motion to amend its answer to include a counterclaim against CC Investors Corp. ("CCI"), the plaintiff in this action. This counterclaim intended to allege that CCI had misappropriated Travel Air's trade secrets violating the Kansas Uniform Trade Secrets Act ("Kansas UTSA"), Kan. Stat. Ann. §§ 60-3320 et seq. The Court granted Travel Air's motion. More › Share

Court of Chancery Holds Breach Of Material Term Renders Contract Voidable At Option Of Seller Without Notice

DeMarie v. Neff, C.A. No. 2077-S, 2005 WL 89403 (Del. Ch. Jan. 12, 2005). This post-trial letter opinion involved plaintiff's request for specific performance of an agreement to sell land. More › Share