Justia Delaware Court of Chancery Opinion Summaries

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

The parties in this case, two corporations, were parties to a Development Agreement. Defendant claimed Plaintiff owed it approximately $60 million under the Development Agreement. Plaintiff sought a declaration that it did not owe Defendant any money, and Defendant sought reformation of the Development Agreement. After two years of discovery, and as the trial approached, the parties filed a Joint Pretrial Stipulation and Proposed Order (the Proposed Order) identifying fifteen facts as admitted and not requiring proof at trial (the Admitted Facts). Plaintiff moved to have the Court of Chancery declare that certain facts were Admitted Facts and to require Defendant to meet and confer in good faith about additional Admitted Facts. The Court granted the motion, holding (1) facts Defendant admitted in its answer, in its responses to requests for admissions, and drawn from its sworn interrogatory responses constituted Admitted Facts, and Defendant should not have objected to their inclusion in the Proposed Order; and (2) Defendant did not confer in good faith regarding Admitted Facts as required by Ch. Ct. R. 16. View "Itron, Inc. v. Consert, Inc." on Justia Law

This complaint concerned the T-65 X-wing fighter plane, a fictional vehicle created in connection with the movie Star Wars Episode IV: A New Hope. Walt Disney Company owned the trademark for the fictional vehicle. Plaintiff developed a marketing plan pursuant to which Disney would license to a non-party the right to use the X-wing name and appearance, the non-party would develop the vehicle in the appearance of an X-wing (the “Flying Car”), and Plaintiff would raise the funds for development of the Flying Car. Plaintiff planned on promoting the Flying Car via tie-ins to Disney’s new Star Wars movie to be released in 2017. Plaintiff made an unsolicited proposal involving Star Wars marketing to Disney, but Disney responded that it was not interested in his proposal. Plaintiff filed this complaint against Disney and its CEO and Board Chairman, claiming that Defendants were “stalling the next evolution of human transportation on this planet.” The individual Defendants, both residents of California, moved to dismiss for lack of jurisdiction, and all Defendants moved to dismiss for failure to state a claim. The Court of Chancery granted the motions, holding that Plaintiff failed to perfect jurisdiction over the individual Defendants and failed to state a claim against any of the Defendants. View "Alfred v. Walt Disney Co." on Justia Law