Justia Delaware Court of Chancery Opinion Summaries

Dell Inc. completed a merger that gave rise to appraisal rights. Fourteen appraisal petitioners were mutual funds sponsored by T. Rowe Price & Associates, Inc. (T. Rowe) or institutions that relied on T. Rowe to direct the voting of their shares (collectively, Petitioners). Petitioners held their shares through a custodial bank, which was a participant member in a trust company, which held Petitioners’ shares in the name of Cede & Co., which, for purposes of Delaware law, was the holder of record. Cede was constrained to vote Petitioners’ shares as T. Rowe directed and fulfilled its obligation through a chain of authorizations. Although T. Rowe opposed the merger, its voting system generated instructions to vote Petitioners’ shares in favor of it. Ultimately, Cede voted Petitioners’ shares in favor of the merger. Petitioners sought appraisal in favor of the merger. The Court of Chancery held (1) because the holder of record did not dissent as to the shares for which Petitioners sought appraisal, the dissenter requirement was not met of these shares; and (2) therefore, Petitioners’ shares did not qualify for appraisal, and Petitioners remained entitled to the merger consideration without an award of interest. View "In re Appraisal of Dell Inc." on Justia Law

This matter involved a master limited partnership (MLP) created with interested transactions involving the general partner as part of its business model. Plaintiff was a limited unitholder in an MLP, Defendant TC Pipelines, LP (TCP). Plaintiff filed this action challenging a conflicted transaction in which the parent of TCP’s general partner, TC Pipelines GP, Inc. (TCP-GP), sold a pipeline asset to TCP. Defendants filed a motion to dismiss, arguing that the sale was approved by a special committee, which created a conclusive presumption that the transaction was fair and reasonable to TCP. The Court of Chancery granted the motion, holding that, under the circumstances, the committee’s approval precluded judicial scrutiny of the substance of the transaction. View "Employees Ret. Sys. of City of St. Louis v. TC Pipelines GP, Inc." on Justia Law

Plaintiff brought this action against the current U.S. Treasurer and an agent of the Delaware corporation U.S. Treasury in this civil action in equity, praying for twenty-two forms of relief. Plaintiff also brought several motions in relation to his complaint. The Court of Chancery dismissed the complaint with prejudice and denied all of Plaintiff’s motions as moot, holding (1) the Court lacked subject matter jurisdiction over Plaintiff’s complaint; and (2) the statute upon which Plaintiff’s claims relied did not permit the Court to grant the relief that Plaintiff sought. View "Critchfield v. Rios" on Justia Law

Plaintiff brought an action against Defendants - a Wisconsin investigator, a Wisconsin attorney, chief judge of the Wisconsin Circuit Court, and an agent with the Department of Homeland Security located in Chicago, Illinois - in a Wisconsin state court, alleging that Defendants violated his First and Fourth Amendment rights by conducting or contributing to an improper search and seizure. The Wisconsin complaint was dismissed without prejudice for failure to serve the complaint and summons within the statutorily mandated timeframe. Plaintiff then brought this action in the Court of Chancery, arguing that the Court had jurisdiction because he was “denied justice in the at-law courts.” The Court of Chancery dismissed the complaint, holding that the complaint failed to state a basis upon which the Court may exercise subject matter jurisdiction over this action. View "Critchfield v. Engfer" on Justia Law

Plaintiff, a stockholder of The ADT Corporation (ADT), challenged a series of decisions by ADT’s board of directors (the Board) for the alleged purpose of appeasing an activist investor and avoiding a proxy contest. Prior to the filing of Plaintiff’s complaint, another ADT stockholder, in Ryan v. Gursahaney, filed a complaint challenging the Board’s decisions. The Court of Chancery dismissed the complaint under Court of Chancery Rule 23.1. Plaintiff’s complaint in this case largely mirrored the operative complaint in Ryan. The Court of Chancery dismissed Plaintiff’s complaint under Rule 23.1, holding that Plaintiff failed to distinguish his complaint from the Court’s decision in Ryan sufficiently to avoid dismissal. View "Binning v. Gursahaney" on Justia Law

Plaintiffs, a towing company and its owner, filed a complaint against the Division of State Police, Department of Safety and Homeland Security, State of Delaware, alleging that Defendants discriminated against the owner on the basis of her sex and against the company as a minority-owned business and that Defendants treated Plaintiffs differently for arbitrary or malicious reasons by not assigning the towing company, the only female-owned towing company in Delaware, additional territory. The Court of Chancery granted Defendants’ motion to dismiss, holding that Defendants established that the complaint alleged facts that showed it was filed too late and Plaintiffs failed to carry their burden of pleading facts demonstrating that tolling applies. View "First State Towing, LLC v. Div. of State Police" on Justia Law

Plaintiffs, a towing company and its owner, filed a complaint against the Division of State Police, Department of Safety and Homeland Security, State of Delaware, alleging that Defendants discriminated against the owner on the basis of her sex and against the company as a minority-owned business and that Defendants treated Plaintiffs differently for arbitrary or malicious reasons by not assigning the towing company, the only female-owned towing company in Delaware, additional territory. The Court of Chancery granted Defendants’ motion to dismiss, holding that Defendants established that the complaint alleged facts that showed it was filed too late and Plaintiffs failed to carry their burden of pleading facts demonstrating that tolling applies. View "First State Towing, LLC v. Div. of State Police" on Justia Law

Before Russell Banks died, Russell and his brother, David Banks, owned together fifteen parcels of real estate in Sussex County, Delaware. The granting language of the deed to each parcel stated that the property was conveyed to the brothers as “joint tenants with right of survivorship.” David asserted that this language granted joint tenancies with right of survivorship (WROS) and that the properties passed to him in full upon Russell’s death. Mackie Banks, the executrix of Russell’s estate, filed an inventory for Russell’s estate asserting that the properties were conveyed to the brothers as tenants in common and that the Estate held a fifty percent ownership interest in the properties. David filed a petition to quiet title on the properties. The Court of Chancery granted David’s motion for judgment on the pleadings, holding that the language conveying the property as “joint tenants with right of survivorship” was sufficient to create a joint tenancy WROS and not a tenancy in common. View "Banks v. Banks" on Justia Law

National Financial, LLC, a consumer finance company, loaned $200 to Gloria James. In substance, the loan was a one-year, non-amortizing, unsecured cash advance. The total repayments added up to $1,820, totaling a cost of credit of $1,620. The annual percentage rate (APR) of for the loan was 838.45 percent. After James defaulted, she filed this lawsuit. The Court of Chancery held that the loan was invalid and (1) rescinded the loan on the grounds that it was unconscionable, and (2) awarded statutory damages and attorneys fees and costs on the basis that National violated the Truth in Lending Act. View "James v. National Financial, LLC" on Justia Law

RayTrans Holdings, Inc., through the Chapter 7 Trustee for the bankruptcy estate of RayTrans Holdings, cross-claimed against RayTrans Distribution Services, Inc., Echo Global Logistics, Inc., and Echo/RT Holdings, LLC (collectively, Defendants) seeking avoidance of certain transfers among Defendants, an accounting, and injunction prohibiting any further transfers of RayTrans assets by Defendants until all creditors of RayTrans Holdings were paid in full. The Court of Chancery granted Defendants’ motion to dismiss the cross-claims, holding (1) the Trustee does not have standing to sue for fraudulent transfer on behalf of RayTrans Distribution; (2) RayTrans Distribution’s transfer of assets was not fraudulent; and (3) the Trustee’s request for leave to amend the cross-claims is denied. View "Spring Real Estate, LLC v. Echo/RT Holdings, LLC" on Justia Law