Justia Delaware Court of Chancery Opinion Summaries

Plaintiffs filed this lawsuit on behalf of a class of stockholders of Occam. Defendants moved for sanctions against all plaintiffs other than Derek Sheeler for trading on the basis of confidential information obtained in this litigation. With respect to Michael Steinhardt and the funds, the motion was granted. Consistent with prior rulings by this court when confronted with representative plaintiffs who have traded while serving in a fiduciary capacity, Steinhardt and the funds were dismissed from the case with prejudice, barred from receiving any recovery from the litigation, required to self-report to the SEC, directed to disclose their improper trading in any future application to serve as lead plaintiff, and ordered to disgorge profits. With respect to Herbert Chen, the motion was denied. View "Steinhardt, et al. v. Howard-Anderson, et al." on Justia Law

Plaintiff challenged two transactions in this purported class action brought on behalf of the former public holders of LP units of EPE. On behalf of the first of the two purported classes, plaintiff challenged EPE's sale of Teppco GP to Enterprise Products (the 2009 Sale). On behalf of the second purported class, plaintiff challenged the merger of EPE into a wholly-owned subsidiary of Enterprise Products (the Merger). Defendants moved to dismiss all claims, or in the alternative, to stay this action pending the resolution of a related case. The court held that plaintiff had standing to bring the claims asserted in Counts I, III, and V on behalf of the public holders of EPE LP units who continuously held their units from the date of the 2009 Sale through the effective date of the Merger. However, all six counts were dismissed for failure to state a claim. Accordingly, defendants' motion to dismiss was granted. View "Gerber v. Enterprise Products Holdings, LLC, et al." on Justia Law

Great-West asserted claims against defendants in an eight count complaint and the court granted defendant's motion to dismiss in part. At issue are the remaining counts of the complaint which revolve around Section 12.2(c) of the LP Agreement. The court held that Great-West's motion for partial summary judgment was denied, except as to Count I, which was granted. Great-West was entitled to a declaration that the Expense Assumption could not increase until TH Lee had negotiated in good faith. Defendants' motion for summary judgment was denied as to Counts II and VII, and granted as to Counts IV, V, and VI. Great-West's claims for mistake and fraud failed as a matter of law. View "Great-West Investors LP v. Thomas H. Lee Partners, L.P., et al." on Justia Law

Petitioner, former CEO of Fitracks, sought advancements from Fitracks for attorneys' fees and expenses incurred defending claims in litigation in the underlying action. Aetrex sued petitioner in the underlying action and Aetrex is currently the parent corporation of Fitracks, having acquired Fitracks by triangular merger in 2008. Because Aetrex's claims in the underlying action arose out of representations made by petitioner in his capacity as CEO of Fitracks, petitioner was entitled to advancements for the underlying action. Therefore, summary judgment was granted in favor of petitioner and against Fitracks on the issues of liability for advancements in the underlying action and indemnification for this proceeding. View "Danenberg v. Fitracks, Inc." on Justia Law

Petitioner, an attorney, brought this action pro se seeking reformation of a mortgage. Petitioner was not a party to the mortgage or the loan it secured; he had no interest in the underlying party; sued on his own name and not on behalf of either the borrower or the lender; and there were no defendants. Petitioner sought an order reforming a mortgage by substituting the correct legal description for the property, asserting that his potential exposure for negligence gave him a sufficient interest to bring the action. The court held that petitioner was a non-party to the contract and therefore, he lacked standing to seek reformation. View "In re Mortgage between Pamela S. Pantalone, as Borrower, and Wells Fargo Bank, N.A., as Lender" on Justia Law

Plaintiff, individually and as personal representative of the estate of George D. Knutkowski, asserted claims against defendant, the decedent's widow, for, among other things, failing to repay two loans that decedent made to defendant. Defendant filed an answer denying that she had failed to repay any loans but did not raise any other defenses to the loan claims. Defendant subsequently moved to amend her answer to add the statue of limitations, laches, and waiver as affirmative defenses to the loan claims. The Master in Chancery granted that motion in a Final Report and plaintiff filed exceptions to the Final Report. The court held that the Master correctly exercised his discretion in allowing the amendment. Therefore, plaintiff's exceptions to that decision were denied. Plaintiff's exception to the Master's decision not to award him the attorney's fees and costs he incurred in opposing the amendment was also denied. View "Knutkowski v. Cross" on Justia Law

Plaintiffs moved for a temporary restraining order (TRO) to enjoin ChinaCast from holding its annual shareholder meeting. Plaintiffs claimed, among other things, that the board breached its fiduciary duty of disclosure when communicating its reasons for publicly disclosing that it had removed the current director from the company's slate and no longer recommended his reelection. Plaintiffs argued that this TRO was necessary to provide ChinaCast's shareholders sufficient time to consider corrective disclosures and plaintiffs' competing slate of nominees. The court concluded that it appeared that this action essentially was a dispute between two directors who disagreed about the best way to advance the interests of ChinaCast's shareholders. That disagreement, moreover, had culminated in an impasse in their working relationship. It was not, however, the place of a company's incumbent management or the court to decide whether one candidate was preferable to another for election to the board. Rather, the corporate law emphatically vested that power in the shareholder franchise. Accordingly, Plaintiffs Motion for a TRO was granted so that ChinaCast's shareholders received a fair opportunity to vote their preference on the future direction of the company. View "Sherwood, et al. v. Ngon, et al." on Justia Law

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 sued for breach of contract on a construction contract with defendant, for which plaintiff purportedly had fully performed. At issue was whether a Payment Memo constituted a valid contract and thus superseded any previous payment obligations owed to plaintiff by defendant. Based upon the allegations of the complaint, the court found that the Payment Memo failed as a contract for lack of consideration. Therefore, defendant was not entitled to dismissal or judgment on the pleadings and defendant's motion was denied. View "James J. Gory Mechanical Contracting, Inc. v. BPG Residential Partners V, LLC, et al." on Justia Law

On October 4th, SIGA moved for reargument to the remedy ordered in a September 22 Opinion. SIGA contended that the court misapplied the law and misunderstood material facts in awarding PharmAthene an equitable lien on a share of future profits derived from a biodefense pharmaceutical known as ST-246. The court held that it did not misapprehend the law of remedies by imposing an equitable remedy reasonably designed to compensate PharmAthene for its lost expectancy; SIGA had not shown that the September 22 Opinion was the product of either a misapplication of law or a misunderstanding of material fact; and the legal and equitable basis for the structure of the equitable payment stream was the court's authority to provide relief "as justice and good conscience may require" and to remedy in equity what otherwise would amount to unjust enrichment. Accordingly, the court denied SIGA's motion for reargument. View "PharmAthene, Inc. v. SIGA Technologies, Inc." on Justia Law