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In this consolidated class action, former stockholders of Martha Stewart Living Omnimedia, Inc. (MSLO) brought claims against Martha Stewart, MSLO’s former controlling stockholder and namesake, for breach of fiduciary duty and against Sequential Brands Group, Inc., (Sequential), a third-party buyer, for aiding and abetting that breach. The claims arose from a transaction whereby MSLO was acquired by Sequential in a merger. At issue was whether Stewart leveraged her position as controlling stockholder to secure greater consideration for herself than was paid to the other stockholders as a result of the merger. Stewart and the Sequential defendants brought motions to dismiss. The Court of Chancery granted the motions, holding that the complaint failed to state a claim for breach of fiduciary duty against Stewart, and therefore, the court need not reach the question of whether the complaint adequately pleaded the other elements of aiding and abetting a breach of fiduciary duty. View "In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation" on Justia Law

Posted in: Business Law

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Plaintiff, the owner of a commercial property, filed suit against Defendant, a special servicer that handled the default side of loan servicing for its affiliate, after Plaintiff unsuccessfully sought to purchase a loan taken out to refinance existing debt on its property in an effort to avoid default. Plaintiff sought specific performance of a pre-negotiation agreement and injunctive relief to enjoin Defendant from foreclosing on the property until good faith negotiations occur under the pre-negotiation contract. The Court of Chancery granted Defendant’s motion to dismiss the complaint for failure to state a claim for relief, holding that each count of the complaint failed to state a claim for relief. View "Windsor I, LLC v. CWCapital Asset Management LLC" on Justia Law

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Petitioners sought a statutory partition of a house and lot owned by Petitioners and Respondent. Respondent objected and brought her objections as a counterclaim in which Respondent requested a private sale of the property and alleged that she was entitled to money from her mother’s estate. The master’s final report issued finding that Respondent had not raised a cognizable defense or counterclaim regarding the statutory partition and that the court lacked jurisdiction over the probate issues. The Court of Chancery affirmed the report in all respects based upon its independent findings of fact and law, holding that the Master correctly recommended that Respondent’s claims be dismissed without prejudice for lack of jurisdiction. View "Collins v. Collins" on Justia Law

Posted in: Trusts & Estates

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The Delaware Court of Chancery granted in part a motion for summary judgment in a breach of contract dispute regarding Duffield's involvement in the design of a wastewater treatment system. The court granted the motion as to Count I against defendants Don Lockwood and John Stanton, holding them jointly and severally liable for the total amount of $82,153.17 plus pre- and post-judgment interest; imposed a constructive trust over the assets transferred to defendants, ordered a full accounting of the proceeds of the distributions, and ordered disgorgement of any profits or proceeds from the transfers; denied the motion as it related to Count I claims against Pamala Stanton; and held that the motion for rule to show cause was moot. View "Duffield Associates, Inc. v. Lockwood Brothers, LLC" on Justia Law

Posted in: Business Law, Contracts

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The Delaware Court of Chancery held that, under 8 Del. C. 202, in order for a stockholder to be bound by stock transfer restrictions that are not "noted conspicuously on the certificate or certificates representing the security," he must have actual knowledge of the restrictions before he acquires the stock. If the stockholder does not have actual knowledge of the stock transfer restrictions at the time he acquires the stock, he can become bound by the stock transfer restrictions after the acquisition of the stock only if he affirmatively assents to the restrictions, either by voting to approve the restrictions or by agreeing to the restrictions. In this case, plaintiff did not have actual knowledge of the restrictions prior to acquiring his stock and the company must produce the requested documents as they are necessary to effectuate the stockholder's stated purpose. View "Henry v. Phixios Holdings, Inc." on Justia Law

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This dispute arose from the winding-down of a limited liability company formed as a real estate sales venture between two realtors. The Delaware Court of Chancery granted in part and denied in part defendants' partial motion to dismiss. The court dismissed with respect to the breach of fiduciary duty count because non-conclusory allegations in support of a relationship creating such a duty were lacking on the face of the complaint; denied the motion to dismiss with respect to the breach of an implied contract/estoppel claim because promissory estoppel was adequately alleged; and dismissed with respect to the constructive trust claim because it was waived. View "Beach to Bay Real Estate Center LLC v. Beach to Bay Realtors Inc." on Justia Law

Posted in: Business Law

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Plaintiff loaned money to GSM Nation, LLC in a series of transactions. Plaintiff later filed a complaint against GSM Nation and others, alleging, among other claims, breach of contract for failure to repay the loans. Defendants moved to dismiss the case for lack of subject matter jurisdiction, arguing that the complaint merely sought to collect a debt, and damages provided an adequate remedy at law. The Court of Chancery granted the motion to dismiss for lack of subject matter jurisdiction, holding that the court lacked subject matter jurisdiction over Plaintiff’s claims because the complaint did not assert any equitable claims, and an adequate remedy existed at law. View "Yu v. GSM Nation, LLC" on Justia Law

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This matter involved the use by the City of Lewes, the State, and others of a former industrial park transferred to the State and held as open space. Plaintiff brought three actions contesting that use. The only issues remaining were whether a 2014 council meeting was in compliance with the Freedom of Information Act (FOIA) and, if not, what remedy was available. The Court of Chancery granted summary judgment in favor of the City Council of Lewes and denied Plaintiff’s motion, holding that the 2014 meeting did not frustrate the intent of FOIA and that no effective remedy could ensue from a decision that the 2014 meeting was non-FOIA compliant. View "Lechliter v. Delaware Department of Natural Resources and Environmental Control" on Justia Law

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Plaintiffs filed an amended stockholder derivative complaint alleging that the Qualcomm Inc. board’s knowing disregard for “red flags” resulted in violations of the Foreign Corrupt Practices Act and a U.S. Securities and Exchange Commission cease-and-desist order. Defendants filed a motion to dismiss under County of Chancery Rule 23.1 for failure to make a demand or allege that demand would be futile. The Court of Chancery granted Defendants’ motion to dismiss under Rule 23.1, holding that the complaint failed to allege demand futility as to count one for breach of fiduciary duty claim for improper oversight, count two for waste against the individual defendants, and count three for unjust enrichment against the individual defendants. View "In re Qualcomm Inc. FCPA Stockholder Derivative Litigation" on Justia Law

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Organovo Holdings, Inc. (the Company) filed suit against Georgie Dimitrov, asserting claims for, inter alia, libel, negligence, and tortious interference with prospective economic advantage. The complaint also sought an injunction. The Court of Chancery ultimately held that Dimitrov had defaulted. Before this court had entered a final order, Dimitrov entered a limited appearance and moved to vacate the default judgment, arguing that the court lacked subject matter jurisdiction over the dispute. The Court of Chancery granted the motion to vacate the default judgment, holding that the court lacked subject matter jurisdiction over the complaint because none of the complaint’s claims were equitable claims, and none of the equitable remedies that the Company cited supported the existence of jurisdiction in this court. View "Organovo Holdings, Inc. v. Dimitrov" on Justia Law

Posted in: Personal Injury