Justia Delaware Court of Chancery Opinion Summaries

This matter was before the court on plaintiff's motion to disregard the testimony of defendant on certain subjects. When called as an adverse witness during plaintiff's case-in-chief, defendant invoked his constitutional rights against self-incrimination under the Fifth Amendment to the U.S. Constitution and Article 1, Section 7 of the Delaware Constitution and refused to answer various questions concerning, among other things, allegations that he downloaded confidential data to USB devices in the final weeks of his employment with plaintiff and retained those devices and data after his employment ended. The court concluded that defendant's testimony on cross-examination did extend into certain subjects he refused to address on direct, albeit not as broadly as plaintiff contended. Therefore, the court held that defendant's invocation of his privilege against self-incrimination required that the court disregard his testimony as to those subjects and, to that limited extent, granted plaintiff's motion. View "W.L. Gore & Assoc., Inc. v. Darrell Long and BHA Group, Inc. (d/b/a GE Energy)" on Justia Law

Plaintiff moved for an expedited hearing on an application for a preliminary injunction that would block the University of Connecticut from proceeding any further with a request for proposal. Plaintiff contended that the University was soliciting proposals in violation of fair bidding requirements imposed by Connecticut law and the University's purchasing regulations. The court denied the motion and held that, under the circumstances, comity dictated that a Connecticut court should have the first opportunity to consider a matter of paramount importance to that state. View "TA Instruments-Waters, LLC v. University of Connecticut" on Justia Law

This case involved the adoption and implementation of a redevelopment plan in South Wilmington known as the South Walnut Street Urban Renewal Plan (SWURP). Plaintiffs, property owners in the SWURP area, sought a permanent injunction and declaratory judgment finding that the SWURP and ordinances adopting the 2007 and 2009 amendments to the SWURP were legally invalid, and prohibiting their application. The City of Wilmington argued as a preliminary matter that there was no justiciable controversy, and moreover, even if there was a justiciable controversy, the SWURP was amended in 2009 and did not impose unlawful overlay zoning. The court concluded that, assuming that a justiciable controversy existed, the SWURP did not impose unlawful overlay zoning. Therefore, summary judgment was granted in favor of the city and plaintiffs' claims were dismissed without prejudice. View "Osbourne v. City of Wilmington" on Justia Law

This action arose out of the proposed open merger of OPENLANE with Riley, wholly-owned subsidiary of ADESA which in turn, was a wholly-owned subsidiary of KAR (KAR and, together with Riley and ADESA, collectively, the "Purchasing Entities" or "KAR"). Plaintiff brought a class action on behalf of himself and all other public shareholders of OPENLANE and sought to enjoin preliminarily the merger. The court held that a balancing of the equities did not tilt toward enjoining the transaction. Accordingly, the motion for a preliminary injunction was denied. View "In re OPENLANE, Inc. Shareholders Litigation" on Justia Law

Plaintiff alleged that defendant had a personal bank account at Fulton Financial Corporation (Fulton), of which his wife could be a joint holder. Plaintiff sought a temporary restraining order enjoining both defendant and his wife from using the funds or removing them from Fulton, pending a final disposition of its claim that the funds were wrongfully removed by defendant from plaintiff's account. The court held that while the complaint stated a colorable claim, the court was unpersuaded that irreparable harm would result absent the entry of a restraining order, ex parte. The court also held that where, as here, the plaintiff sought to freeze the funds of an account legally held, not only by the alleged wrongdoer but jointly by an innocent third party, a request for ex parte action raised concerns of due process. Therefore, since plaintiff failed to show that irreparable harm would occur absent entry of a temporary restraining order ex parte, the court deferred decision on the restraining order request pending service and an opportunity for defendant to be heard. View "Smart Home, Inc. v. Selway, et al." on Justia Law

This action arose out of the sale of Giant Cement Holding, Inc. (Giant) by defendant Cementos Portland Valderrivas (CPV) to defendant Corporacion Uniland S.A. Sagarra Inversiones, S.L. (Sagarra) challenged the transaction on the basis of CPV's self-dealing because of its position as the majority shareholder on both sides of the transaction. Sagarra purported to bring this action individually and derivatively on behalf of nominal defendant Uniland Acquisition Corp. (Uniland Delaware). The court held that to the extent the Complaint asserted a multiple derivative action on behalf of Uniland Delaware, it must be dismissed because Sagarra did not have standing to raise those claims based on the court's review of Spanish law. The court held that for the same reasons, Counts I and II, which assert multiple derivative claims on behalf of Uniland Delaware, were dismissed. The court's determination with respect to Sagarra's lack of standing as to Counts I and II was equally applicable to Count III. The court finally held that because Count IV raised fiduciary duty claims under Spanish law, the better course of action was for the court to exercise its discretion and dismiss Count IV. Therefore, defendants' motion to dismiss the Complaint was granted and an implementing order would be entered. View "Sagarra Inversiones, S.L. v. Cementos Portland Valderrivas, S.A., et al." on Justia Law