Justia Delaware Court of Chancery Opinion Summaries

At issue in this case was a trust (“the Raiff Trust”) that had expired under the terms of the trust instrument that established the trust. The trust was funded with shares of Jenzabar, Inc. At the time of this litigation, the Raiff Trust continued to hold shares of Jenzabar stock on behalf of its beneficiary. Plaintiff, trustee of a trust holding stock in Jenzabar, brought derivative claims related to a bonus payment for Jenzabar’s CEO and Chairman. The Raiff Trust moved to intervene in the litigation. Defendants filed a motion to dismiss, arguing that the trust lacked the capacity to prosecute this action on behalf of Jenzabar because it had no beneficial or economic interest in Jenzabar. The Court of Chancery granted Defendants’ motion to dismiss, holding that the trust could take only actions related to preserving its assets for purposes of distribution and wind-up, together with those actions for which the trust instrument specifically provided, which did not include the maintenance of the derivative litigation contemplated in this action. View "In re Jenzabar, Inc. Derivative Litigation" on Justia Law

Plaintiff and three individual defendants worked together as principals in a financial services boutique. After plaintiff resigned, he sought a declaration that he continues to own equity stakes in two of the entities. The court concluded that plaintiff withdrew from the entities as of January 26, 2006; because plaintiff only presented evidence a trial sufficient for the court to determine the value of his capital accounts and did not present any evidence of the fair value of his interests, the most plaintiff can receive is the value of his capital accounts; and, therefore, plaintiff is awarded $35,042.67, plus pre- and post-judgment interest from January 6, 2006, until the date of payment. View "Levey v. Brownstone Asset Mgmt., LP, et al." on Justia Law

This memorandum opinion concerns the business divorce between Comerica and Global concerning the joint venture they established in 1996 to process credit and debit card transactions called Alliance. The court found that Comerica is entitled to receive the information it has requested in connection with the wind up of Alliance but that the expense of assisting in the transfer of such information to Comerica and its new payment processor should be borne by Alliance as an expense of the wind up. The court also concluded that cause existed for the Court to intervene in the wind up and to appoint a liquidating trustee to oversee that process to ensure that it is completed promptly and in an orderly manner. View "Comerica Bank v. Global Payments Direct, Inc., et al." on Justia Law

Defendant, the president, sole director, and majority stockholder of a private Delaware corporation specializing in proxy servicing, hired Plaintiff to work for the company in the early 2000s. Beginning in 2004, Plaintiff and Defendant were the sole stockholders of the company. Defendant fired Plaintiff in 2007. In 2012, Plaintiff commenced this action, asserting derivative claims challenging numerous actions taken by Defendant in the course of running the company. Plaintiff then amended her complaint to add claims challenging the propriety in a reverse stock split executed by Defendant in which he cashed out Plaintiff’s shares. The Court of Chancery held (1) Plaintiff succeeded in demonstrating that Defendant breached his fiduciary duties to the company in certain instances; (2) Plaintiff failed to prove her claim that Defendant executed the reverse stock split for the bad faith purpose of depriving Plaintiff of derivative standing; (3) Defendant violated 8 Del. C. 155 by failing to provide fair value for Plaintiff’s fractional shares in the reverse stock split; and (4) Plaintiff failed to prove that Defendant engaged in equitable fraud or negligent misrepresentation. View "Zutrau v. Jansing" on Justia Law

Plaintiff, Bishop Macram Max Gassis, was the former Chairman of the Board of Directors of Sudan Relief Fund, Inc., formerly known as Bishop Gassis Sudan Relief Fund, Inc. The Court of Chancery found that the Board’s decision to remove Plaintiff as director of the Fund neither violated the Fund’s bylaws nor constituted a breach of fiduciary duty. This opinion concerned remaining issues involving allegations that, after Plaintiff was removed as Chairman and member of the corporation, the corporation used, without authorization, Plaintiff’s trademarked property - Plaintiff’s name and likeness - to raise funds for its charitable purposes. Plaintiff, however, sued only individual directors of the Fund, not the corporation itself. The Court of Chancery granted Defendants’ motion to dismiss as to Plaintiff’s claims based on use of his trademarks, holding that there were no allegations in the complaint that could sustain a claim that Defendants personally misappropriated Plaintiff’s name and likeness to their own use or that Defendants took actions to cause the corporation to improperly exploit Plaintiff’s name and likeness. View "Gassis v. Corkery" on Justia Law

Andrew Durham, the only non-managing member of Grapetree, LLC, filed direct claims against the LLC seeking reimbursements for expenses incurred by the vacation properties the LLC managed. At trial, Andrew sought $28,983 plus interest. The Court of Chancery determined that Durham was entitled to be reimbursed in connection with certain expenses but that Durham had not met his burden as to specific expenses for which he sought reimbursement. The Court invited further submissions on the amount Durham was due. The Court subsequently determined that Durham was entitled to $1,504, plus pre- and post-judgment interest, as the LLC conceded at trial that Durham was owed $1,504, and Durham failed to demonstrate that the remaining requested reimbursements were actually incurred, supported by appropriate documentation, or incurred to benefit the LLC. View "Andrew Durham v. Grapetree LLC" on Justia Law

Xcell Energy and Coal Company, LLC (Xcell) defaulted on its loan obligations to a creditor. Through a court-appointed receiver, Xcell alleged that its past manager and member were liable for their mismanagement and misconduct that allegedly caused the defaults. Xcell asserted claims for breach of fiduciary duty and waste against Energy Investment Group (EIG) and Polo Investments, LLC (Polo) and for aiding and abetting, tortious interference with a contract, and waste against Edmod DiClemente (together with EIG and Polo, the Moving Defendants). The Moving Defendants filed a motion to dismiss for failure to state a claim. The Court of Chancery granted the Moving Defendants’ motion to dismiss for failure to allege the requisite elements to state a claim against the Moving Defendants. View "Xcell Energy & Coal Co., LLC v. Energy Inv. Group, LLC" on Justia Law

After Occam Networks, Inc. merged with Calix, Inc., Plaintiffs filed an action contending that Defendants, Occam directors and others, breached their fiduciary duties by making decisions during Occam’s sale process that fell outside the range of reasonableness and by issuing a proxy statement for Occam’s stockholder vote on the merger that contained materially misleading disclosures and material omissions. Defendants moved for summary judgment. The Court of Chancery (1) granted the director defendants’ motion for summary judgment, holding that a provision in Occam’s certificate of incorporation exculpated them from liability; and (2) denied summary judgment as to the disclosure claims because genuine issues of material fact existed as to these claims. View "Chen v. Anderson" on Justia Law

When Rural/Metro Corporation (“Rural”) merged with an affiliate of Warburg Pincus LLC, each publicly held share of Rural common stock was converted into the right to receive $17.25. Plaintiff-stockholders initiated this action, contending (1) the members of the Rural board of directors breached their fiduciary duties by approving the merger and by failing to disclose material information in Rural’s definitive proxy statement; and (2) RBC Capital Markets, LLC aided and abetted the directors’ breaches of fiduciary duty. The directors settled with Plaintiffs, and the case proceeded to trial against RBC. The Court of Chancery ruled in favor of Plaintiffs, holding that RBC was liable for aiding and abetting the directors’ breaches of the duty of care and the duty of disclosure. View "In re Rural Metro Corp. Stockholders Litig." on Justia Law

Since 2007, Dimensional Associates, LLC, a private equity fund, had controlled Orchard Enterprises, Inc., a Delaware corporation. In 2010, Dimensional squeezed out the minority stockholders of Orchard. The merger consideration was $2.05 per share, but in 2012, the then-Chancellor determined that the fair value of the common stock at the time of the merger was $4.76 per share. Plaintiffs subsequently filed this breach of fiduciary action, contending that Dimensional and the directors who approved the merger should be held liable for damages. Plaintiffs also named Orchard as a defendant. Plaintiffs and Defendants filed cross motions for summary judgment. The Court of Chancery (1) denied Plaintiffs’ motion except in two respects: one of Plaintiffs’ claimed violations of Defendants' duty of disclosure was a material misrepresentation, and entire fairness was the operative standard of review with the burden of persuasion on Defendants; and (2) denied Defendants’ motions except in two respects: one of the alleged disclosure violations was factually accurate, and Orchard could not be held liable for breach of fiduciary duty or for aiding and abetting. View "In Re Orchard Enters., Inc. Stockholder Litig." on Justia Law