Justia Delaware Court of Chancery Opinion Summaries

Plaintiff brought this action against the current U.S. Treasurer and an agent of the Delaware corporation U.S. Treasury in this civil action in equity, praying for twenty-two forms of relief. Plaintiff also brought several motions in relation to his complaint. The Court of Chancery dismissed the complaint with prejudice and denied all of Plaintiff’s motions as moot, holding (1) the Court lacked subject matter jurisdiction over Plaintiff’s complaint; and (2) the statute upon which Plaintiff’s claims relied did not permit the Court to grant the relief that Plaintiff sought. View "Critchfield v. Rios" on Justia Law

Plaintiff brought an action against Defendants - a Wisconsin investigator, a Wisconsin attorney, chief judge of the Wisconsin Circuit Court, and an agent with the Department of Homeland Security located in Chicago, Illinois - in a Wisconsin state court, alleging that Defendants violated his First and Fourth Amendment rights by conducting or contributing to an improper search and seizure. The Wisconsin complaint was dismissed without prejudice for failure to serve the complaint and summons within the statutorily mandated timeframe. Plaintiff then brought this action in the Court of Chancery, arguing that the Court had jurisdiction because he was “denied justice in the at-law courts.” The Court of Chancery dismissed the complaint, holding that the complaint failed to state a basis upon which the Court may exercise subject matter jurisdiction over this action. View "Critchfield v. Engfer" on Justia Law

Plaintiff, a stockholder of The ADT Corporation (ADT), challenged a series of decisions by ADT’s board of directors (the Board) for the alleged purpose of appeasing an activist investor and avoiding a proxy contest. Prior to the filing of Plaintiff’s complaint, another ADT stockholder, in Ryan v. Gursahaney, filed a complaint challenging the Board’s decisions. The Court of Chancery dismissed the complaint under Court of Chancery Rule 23.1. Plaintiff’s complaint in this case largely mirrored the operative complaint in Ryan. The Court of Chancery dismissed Plaintiff’s complaint under Rule 23.1, holding that Plaintiff failed to distinguish his complaint from the Court’s decision in Ryan sufficiently to avoid dismissal. View "Binning v. Gursahaney" on Justia Law

Plaintiffs, a towing company and its owner, filed a complaint against the Division of State Police, Department of Safety and Homeland Security, State of Delaware, alleging that Defendants discriminated against the owner on the basis of her sex and against the company as a minority-owned business and that Defendants treated Plaintiffs differently for arbitrary or malicious reasons by not assigning the towing company, the only female-owned towing company in Delaware, additional territory. The Court of Chancery granted Defendants’ motion to dismiss, holding that Defendants established that the complaint alleged facts that showed it was filed too late and Plaintiffs failed to carry their burden of pleading facts demonstrating that tolling applies. View "First State Towing, LLC v. Div. of State Police" on Justia Law

Plaintiffs, a towing company and its owner, filed a complaint against the Division of State Police, Department of Safety and Homeland Security, State of Delaware, alleging that Defendants discriminated against the owner on the basis of her sex and against the company as a minority-owned business and that Defendants treated Plaintiffs differently for arbitrary or malicious reasons by not assigning the towing company, the only female-owned towing company in Delaware, additional territory. The Court of Chancery granted Defendants’ motion to dismiss, holding that Defendants established that the complaint alleged facts that showed it was filed too late and Plaintiffs failed to carry their burden of pleading facts demonstrating that tolling applies. View "First State Towing, LLC v. Div. of State Police" on Justia Law

Plaintiff and Defendant entered into a Master Purchase/Service Agreement (MPSA) containing a provision that, under certain conditions, allowed the prevailing party in a dispute arising under the MPSA to recovery attorneys’ fees. Plaintiff brought suit in the Delaware Superior Court, and then Defendant filed in New Jersey. The venue dispute ended with the Delaware Superior Court granting Defendant’s motion to stay in favor of the New Jersey action, which effectively mooted the Delaware action. Plaintiff sought a voluntary dismissal, but Defendant wanted dismissal with prejudice and to recover its attorneys’ fees and costs incurred in the action. The Court of Chancery dismissed this action under Court of Chancery Rule 419(a)(2), without prejudice. As a condition of dismissal, the Court retained jurisdiction to award attorneys’ fees and costs to Defendant in accordance with the MPSA, holding (1) dismissal without prejudice was appropriate as to the venue dispute; and (2) while waiting for the final outcome of the New Jersey action would be the preferable approach before awarding attorneys’ fees, at this point, under the terms of the MPSA, Defendant was entitled to its attorneys’ fees that were incurred in this action. View "Avaya, Inc. v. Charter Commc’ns Holding Co., LLC" on Justia Law

Plaintiff filed this action against three outside directors of nominal defendant EXCORP, Inc., alleging breach of fiduciary duty, among other claims. The directors filed a motion to dismiss. Recognizing that he had not pled a non-exculpated claim against the directors, Plaintiff proposed a dismissal without prejudice. The directors, in turn, sought a dismissal with prejudice that would bind all potential plaintiffs. The Court of Chancery dismissed the claims against the outside directors with prejudice as to the named plaintiff only, holding (1) Plaintiff failed to establish good cause for a without-prejudice dismissal; and (2) the Due Process Clause prevents a judgment in a derivative action that is entered before the stockholder plaintiff acquires authority to litigate on behalf of the corporation from binding anyone other than the named stockholder plaintiff. View "In re EZCORP INC. Consulting Agreement Derivative Litig." on Justia Law

VTB Bank, a Ukranian bank and company, brought this lawsuit against Development Max, LLC, a Delaware limited liability company, and Navitron Projects Corp., a Panamanian corporation and managing member of Development Max, alleging fraudulent transfer, constructive fraudulent transfer, and unjust enrichment. Development Max and Navitron filed a motion to dismiss on the grounds of forum non conveniens, among other theories. The Court granted the motion with respect to VTB’s claim against Navitron but denied the motion with respect to VTB’s claim against Development Max. On reconsideration, the Court granted, without prejudice, Development Max’s motion to dismiss on grounds of forum non conveniens, holding that Ukraine, as opposed to Delaware, was the proper forum in which to litigate this dispute. View "VTB Bank v. Navitron Projects Corp." on Justia Law

Plaintiff filed this action against Defendant seeking a declaration that it had a superior lien on funds to which Defendant also claimed an entitlement. Plaintiff brought two counts against Defendant, one requesting a declaration that Plaintiff was entitled to the immediate release and receipt of all funds at issue and the other alleging conversion. Defendant moved to dismiss for failure to state a claim, for lack of subject matter jurisdiction, and for failure to join an indispensable party. The Court of Chancery dismissed the case for lack of subject matter jurisdiction, holding (1) Plaintiff’s application for declaratory relief should be heard in superior court because that court has the power and ability to resolve a lien dispute and because Plaintiff has an adequate and complete remedy at law; and (2) Plaintiff’s second count for conversion asserts a legal right and implicates a legal remedy, and therefore, the Court of Chancery lacks subject matter jurisdiction to address it. View "The Bancorp Bank v. Cross & Simon, LLC" on Justia Law

This dispute concerned an underlying breach of fiduciary duty case that was coordinated with an appraisal proceeding, both arising out of a take-private transaction involving Dole Food Company, Inc. (Dole). During the proceedings, Defendants identified a corporation as their expert witness on the subject of Dole’s value at the time of the transaction. Plaintiffs objected, arguing that an expert witness must be a biological person. The Court of Chancery agreed with Plaintiffs, holding that an expert witness must be a biological person, and therefore, Defendants could not rely on the corporation that they designated to serve as their expert witness. View "In re Dole Food Co., Inc. Stockholder Litig." on Justia Law