Justia Delaware Court of Chancery Opinion Summaries

Respondent was a former corporation that for several decade was involved in the business of plastering and spray insulating. Due to the nature of its business, Respondent had been subject to hundreds of asbestos-related tort suits. The corporation dissolved in 1999. Petitioners subsequently filed an action seeking the appointment of a receiver for Respondent based on the perceived existence of undistributed assets in the form of liability insurance coverage. After examining Delaware's corporate scheme of dissolution, the Court of Chancery granted Respondent's motion for summary judgment, holding (1) Respondent was not amenable to asbestos-related tort suits commenced more than ten years after its dissolution; and (2) consequently, under the circumstances, the insurance contracts were valueless, and therefore, the appointment of a receiver was unnecessary. View "In re Krafft-Murphy Co., Inc." on Justia Law

This case began as a control dispute in which the managing member of Oculus Capital Group, LLC sought to block the non-managing member from attempting to take over the managerial role. After a stipulated order and assorted rulings, the control dispute was largely resolved. What remained were the non-managing member's counterclaims, which sought damages from the managing member and its human controller based on the actions they took that caused the relationship between the parties to deteriorate and led to the control dispute. The plaintiffs moved to dismiss the counterclaims. The Court of Chancery (1) granted the motion to dismiss the breach of contract claim in part; (2) granted the motion to dismiss the aiding and abetting the breaches of the operating agreement claim in part; (3) denied the motion on the breach of default of fiduciary duty claim as to one of plaintiffs and stayed the count as to the other plaintiff pending arbitration; (4) denied the motion to dismiss the gross negligence claim as to one of the plaintiffs and granted the motion as to the other plaintiff; and (5) granted the motion to dismiss the declaratory judgment. View "Feeley v. NHAOCG, LLC" on Justia Law

Plaintiffs, David and Barbara Smith, asserted various claims arising out of the construction of their home against Defendants, Donald L. Mattia, Inc. (DLM), Donald Mattia, and Barbara Joseph (Barbara). The Chancery Court (1) granted Defendants' motion for summary judgment on (i) Plaintiffs' breach of contract claim and (ii) Plaintiffs' civil conspiracy claim; (2) denied Defendant's motion for summary judgment on (i) Plaintiffs' claim for misappropriation of Plaintiffs' backfill and money paid to DLM that was not applied to their project and (ii) Plaintiffs' claim that Defendants fraudulently induced Plaintiffs to purchase excess lumber and misappropriated $8,836 in connection with the purchase of excess lumber; (2) granted Plaintiffs' motion for summary judgment, as Defendants did not articulate a viable cause of action in their counterclaim; and (3) denied Barbara's motion for Chan. Ct. R. 11 sanctions where there was no evidence that Plaintiffs' attorney did not have a good faith belief in the legitimacy of the claims asserted against Barbara. View "Smith v. Donald L. Mattia, Inc." on Justia Law

This matter came before the court on the basis of two competing motions related to a petition for the appointment of a receiver under 8 Del. C. 279 for Kraft-Murphy Company, Inc., a defunct Delaware corporation that had been dissolved for more than twelve years. The first motion was a motion to perfect service on the company brought by petitioners, who were claimants in various asbestos-related tort suits filed against the company in various jurisdictions in the mid-Atlantic region. The second motion was a motion to dismiss, filed by the company's insurers on behalf of the company. The court held that service of process could be perfected on the dissolved corporation and that petitioners conceivably could be able to show that a receiver should be appointed for the corporation to enable it to respond to claims brought against it, because the corporation's informal plan of dissolution contemplated using its insurance contracts for that purpose. Therefore, the court granted petitioners' motion to perfect service and denied the company's motion to dismiss. View "IMO Krafft-Murphy Co., Inc." on Justia Law

Decedent's parents brought a wrongful death action against the nominal defendant after the nominal defendant allegedly ran through a stop sign which resulted in decedent's death. As part of that dispute, decedent's parents sought to discover information regarding two trusts, collectively known as the JBG Children's 1991 Trust (1991 Trusts), that nominal defendant and his ex-wife created for the benefit of their children (beneficiaries). Plaintiff, the trustee of the 1991 Trusts filed the present action seeking to confirm that the nominal defendant had no beneficial interest in the 1991 Trusts and that, therefore, decedent's parents should not be permitted to depose the trustee's employees in Delaware or Florida or otherwise obtain records of, or confidential information about, those trusts. The trustee subsequently filed a Motion and Proposed Order for a Rule to Show Cause in this action that would direct the decedent's parents to appear before the court and state why it should not enter a declaratory judgment. As a preliminary matter, the court held that the trustee's claims for relief presented an actual case or controversy sufficient to support a justifiable claim for relief under the Delaware Declaratory Judgment Act, 10 Del. C. 6501-6513. The court also held that the McWane Cast Iron Pipe Corp. v. McDowell-Wellman Eng'g Co. Doctrine did not justify maintaining a stay and that there was no good reason to delay further proceedings to address the narrowly focused relief sought by the trustee's motion for entry of a rule to show cause. View "Bessemer Trust Co. of DE, N.A. v. Wilson" on Justia Law