Justia Delaware Court of Chancery Opinion Summaries

In this construction dispute, the Court of Chancery granted Defendant’s motion to dismiss Plaintiffs’ complaint seeking to vacate or modify an arbitration award for failure to state a claim and denying Plaintiffs’ motion for summary judgment, holding that the arbitrator did not exceed the scope of his authority or act in manifest disregard of the law when he awarded Defendant damages.In their first claim, Plaintiffs argued that the arbitrator’s interpretation of the provisions in the contract between the parties regarding the total cost of the construction project evidences a manifest disregard for the law. In their second claim, Plaintiffs argued that the arbitrator exceeded his authority and acted in manifest disregard of the law when he issued an award for fees and expenses to Defendant. The Court of Chancery disagreed, holding that the arbitrator did not act in manifest disregard of the law in either respect. View "Stempien v. Marnie Properties, LLC" on Justia Law

In this dispute regarding the commercialization of a patent covering a method for pooling insurance policies the Court of Chancery granted Defendants’ motion for judgment on the pleadings in which they argued that they did not owe any of the contractual or fiduciary obligations that Plaintiff sought to enforce, holding that Defendants were entitled to judgment as a matter of law.Plaintiff brought this action asserting claims for breach of contract and breach of fiduciary duties related to Defendants’ business development of a patent-holding entity and Defendants’ failure to provide certain information to Plaintiff. The Court of Chancery granted Defendants’ motion for judgment on the pleadings, thus mooting Plaintiff’s motion to compel and motion for default judgment, holding That Defendants carried their burden to show that Plaintiff could prove no set of facts in support of his claims that would entitle him to relief and that Defendants were entitled to judgment as a matter of law. View "Ross v. Institutional Longevity Assets LLC" on Justia Law

The Court of Chancery held that an asset purchase agreement between the parties in this case required the parties to arbitrate their dispute over the net working capital of the assets that Defendant brought from Plaintiff, thus granting Plaintiff’s motion for summary judgment.Before the Court, Defendant argued that the parties agreed to an expert determination of certain narrow disputes but not to binding arbitration. The Court of Chancery disagreed, holding (1) the contract language was unambiguous and manifested an intent to require the parties to arbitrate their disputes; and (2) there was no basis to rule that a failure to include arbitration rules in an arbitration clause invalidates the arbitration clause or changes the distinction between procedural and substantive arbitrability. View "Agiliance, Inc. v. Resolver SOAR, LLC" on Justia Law

The Court of Chancery granted Defendant’s motion to dismiss this complaint alleging that Defendant breached an earnest agreement for lack of subject matter jurisdiction, holding that the complaint did not seek equitable relief and that an adequate remedy existed at law.This complaint focused on Defendant’s purported breaches of the earnest agreement that the parties entered into on the same day they entered into a stock purchase agreement. Defendant moved to dismiss the complaint for lack of subject matter jurisdiction. The Court of Chancery granted the motion, holding that Defendant’s failure to perform its obligations under the earnest agreement could be remedied with money damages, and because Plaintiff had an adequate remedy at law, the Court lacked subject matter jurisdiction over this matter. View "Quarum v. Mitchell International, Inc." on Justia Law

The Court of Chancery denied that motion to dismiss filed by Defendants in this case claiming that Delaware’s public schools are failing to educate low-income students, students with disabilities, and students whose first language is not English (collectively, Disadvantaged Students), holding that Plaintiffs stated justiciable claims.Plaintiffs filed this lawsuit against the Governor, the Secretary of Education, and the State Treasurer, arguing that the State was not providing Disadvantaged Students adequate funding, appropriate classroom environments, and educational services and seeking declaratory judgments and equitable relief compelling the State to comply with its constitutional obligations. Defendants filed a motion to dismiss. The Court of Chancery denied the motion, holding (1) the complaint’s allegations supported a reasonable inference that the State is violating the Education Clause by failing to provide a general and efficient system of public schools that educates Disadvantaged Students and that Delaware’s public schools fall short of that mark; and (2) the public schools’ constitutional obligation is one that the judiciary can enforce. View "Delawareans for Educational Opportunity v. Carney" on Justia Law

Plaintiffs allege Defendants discriminated against them on the basis of their national origin when assessing property taxes due on Plaintiffs’ home in Dover, Delaware and asked the court to “appoint an attorney to file a formal [c]omplaint on their behalf” under the Delaware Fair Housing Act (DFHA), 6 Del. C. 4613(a) and (b). According to Plaintiffs, they have made extensive, unsuccessful, efforts to find counsel during the past year. Plaintiffs do not claim to be unable to pay for counsel. The Chancery Court denied the motion, noting that, counting only their formal assessment appeals, this is Plaintiffs’ third suit. Even disregarding that Plaintiffs are not indigent, they have ably presented their claims thus far and made court filings while appearing pro se; their claims do not appear to be so legally or factually complex as to necessitate the assistance of counsel; Plaintiffs are not met with significant barriers or an inability to conduct a factual investigation; they have not alleged the need for expert discovery; and the case is unlikely to turn on credibility determinations. Plaintiffs do not suffer from a lack of capacity to seek counsel, as evidenced by their substantial efforts to obtain counsel to date. View "Shahin v. City of Dover" on Justia Law

The trustees sought instructions as to the proper distribution of the principal and income of the trust, which granted the donee a limited testamentary power of appointment. The issue is whether a divorce decree incorporating a settlement agreement in which the donee agreed to exercise his power of appointment to benefit the children of his first marriage, bound the donee and the trust, or whether the donee’s last will and testament, which subsequently exercised the donee’s power of appointment to benefit his granddaughter from his second marriage, controls. The master found that the settlement agreement incorporated in a Nevada divorce decree did not bind the trust, nor did it represent a partial release of the donee’s power of appointment. Imposing a constructive trust over the trust property is not appropriate in these circumstances, the master concluded, and recommended that the court grant the granddaughter’s motion for summary judgment and order the trustee to distribute the trust principal and income consistent with the exercise of the donee’s power of appointment in his last will and testament. View "In re: Trust for the Benefit of Samuel Frances duPont" on Justia Law

The Court of Chancery granted Defendants’ motion to dismiss for failure to make a pre-suit demand and failure to state a claim for relief Plaintiffs’ second amended complaint asserting a claim for breach of fiduciary duty and seeking the appointment of a receiver, holding that the motion to dismiss was properly granted.Specifically, the Court held (1) Count I of the amended complaint asserting a claim for breach of fiduciary duty must be dismissed based on Plaintiff’s failure to make a pre-suit demand on some of the defendants; and (2) Count II of the amended complaint seeking the appointment of a receiver failed to state a claim for relief. View "Stritzinger v. Barba" on Justia Law

The Court of Chancery granted Defendants’ motion to dismiss for failure to prosecute and denied Plaintiff’s cross-motion for a default judgment for failure to file an answer or opening brief, holding that because Plaintiff took no action for a period of one year and failed to give good reason for his inaction, the case must be dismissed pursuant to Rule 41(b) of the Court of Chancery Rules.Plaintiff filed this action on February 16, 2017. Defendants filed a motion to dismiss on March 31, 2017, and on April 21, 2017 Defendants sent Plaintiff an email seeking a briefing schedule. Plaintiff did not contact Defendants and did not file anything else in this action until June 29, 2018, after Defendants moved to dismiss the action. The Court of Chancery granted the motion, holding that the action must be dismissed for failure to prosecute and that Plaintiff’s motion for default judgment failed. View "Guy v. Mette" on Justia Law

At issue was the availability of appraisal rights under section 262 of the Delaware General Corporation Law.Section 262 affords stockholders of Delaware corporations a statutory remedy for appraisal of their shares under certain circumstances. The statute provides that appraisal rights shall be available only for the shares of stock of a “constituent corporation” in a merger or consolidation, and the process for determining a stockholder’s entitlement to appraisal contemplates that the stockholder will relinquish its shares in the merger of consolidation. In the instant case, Dr. Pepper Snapple Group, Inc. and Keurig Green Mountain, Inc. agreed to combine their businesses. Dr Pepper stated that Dr Pepper stockholders would not have appraisal rights under section 262 in connection with the proposed transaction. Two stockholder plaintiffs filed this action challenging that decision. The Court of Chancery held (1) the term “constituent corporation” as used in section 262 means an entity actually being merged or combined and not the parent of such an entity, and therefore, Dr Pepper’s stockholders do not have a statutory right to appraisal under section 262(b) because Dr Pepper is not a constituent corporation; and (2) Dr Pepper stockholders are not entitled to appraisal because they are retaining their shares in connection with the proposed transaction. View "City of North Miami Beach General Employees’ Retirement Plan v. Dr Pepper Snapple Group, Inc." on Justia Law