Justia Delaware Court of Chancery Opinion Summaries

Plaintiff, Cecil W. Scott, executed two deeds (the 1996 Deeds) conveying two real properties he owned to his brother Roland fourteen years prior to being adjudicated a disabled person. Subsequently, one of Cecil's sisters filed a complaint on behalf of Cecil seeking to set aside the 1996 conveyances. The court concluded that plaintiff failed to demonstrate that Cecil lacked capacity when he executed the 1996 Deeds or that the 1996 Deeds were the product of undue influence by Roland. Accordingly, the court recommended that plaintiff's complaint be denied. View "Scott v. Scott" on Justia Law

This matter involved the acquisition of R&S by KBR from ENI pursuant to a stock purchase agreement (SPA). At issue was whether the entire escrow fund should be released to ENI or whether it was entitled to a portion of this fund. KBR sought a preliminary injunction of any further proceedings before the arbitrator. The court denied the motion for a preliminary injunction because the issues involved in this request were largely mooted by clarification of the parties' positions during briefing and by clarification of the law by the Supreme Court in Viacom International v. Winchell, which was decided while this matter was being briefed. View "ENI Holdings, LLC v. KBR Group Holdings, LLC" on Justia Law

The County moved for partial summary judgment, asking the court to uphold alleged land use restrictions created by two agreements (collectively, the "Master Plan") that were executed to govern the development of Pike Creek Valley. The Master Plan prevented PCRS from developing any portion of approximately 177 acres that once operated as a golf course. The court concluded that the Master Plan created a restrictive covenant on the golf course that runs with the land; PCRS had not met its burden of demonstrating that mandamus should lie here; and PCRS could not avoid the applicable County approval processes via the presumption statute, res judicata, collateral estoppel, or by claiming violations of constitutional guarantees. Accordingly, the court denied the interested parties' motion to intervene; granted in part the County's motion for summary judgment; granted in part PCRS' motion for summary judgment; and dismissed the petition for a writ of mandamus. View "New Castle Cty. v. Pike Creek Recreational Servs., LLC" on Justia Law

After the court concluded that respondent litigated in bad faith and that this matter was unnecessarily prolonged due to petitioners' ambiguously-drafted Petition to Quiet Title, the court directed petitioners to submit a statement of reasonable attorney fees which they believed reflected the cost imposed on them by respondent's purely vexatious legal maneuvers. Petitioners submitted an affidavit for attorney fees but respondent failed to respond. Thus, respondent waived any objection to the statement of fees. The court awarded petitioners $1,250.00 in attorneys' fees under the bad faith exception to the American Rule, to be paid by respondent within thirty days from the date this matter becomes final. View "Branson, et al. v. Branson" on Justia Law

Plaintiff and two defendants engaged in settlement negotiations and, after the parties agreed to the amount of monetary consideration to be paid toward the settlement, one of the defendants was no longer willing to settle. Plaintiff sought to enforce what he contended was the parties' settlement agreement. The court concluded that the settlement was not enforceable because the parties did not reach an agreement on all of the essential terms to the settlement. View "Harrison v. Dixon, et al." on Justia Law

Plaintiffs Costantini, Jr. and Kahn sought indemnification for their fees and costs in underlying litigation involving Swiss Farm. The court concluded that Costantini was entitled to indemnification under Article 14 of the Operating Agreement because he was a manager of Swiss Farm and was sued by Swiss Farm in that capacity and prevailed. However, the court concluded that, although Kahn was sued for breach of fiduciary duty and prevailed, he was not a member of the Board of Managers, an officer, an employee or an agent of the company and, therefore, was not entitled to indemnification under the Operating Agreement. Accordingly, the court granted in part and denied in part plaintiffs' motion for judgment on the pleadings. View "Costantini, et al. v. Swiss Farm Stores Acquisition LLC" on Justia Law

Trusts that owned fifty percent of the common stock of nominal defendant IMS alleged that two of the company's three most senior officers mismanaged the company in breach of their fiduciary duties. Trusts moved to compel IMS to produce the senior officers' work email accounts. The senior officers asserted the attorney-client privilege but did not invoke the work product doctrine. The court concluded that the In re Asia Global Crossing, Ltd. factors weighed in favor of production, absent a statutory override that could alter the common law result. Because IMS conducted its business in Maryland, the federal government and the State of Maryland were the sovereigns whose laws IMS must follow when dealing with its employees' email. The Federal Wiretap Act, 18 U.S.C. 2510 et seq.; the Federal Store Communications Act, 18 U.S.C. 2701; the Maryland Wiretap Act, Md. Code, Cts. & Jud. Proc. 10-401 to 10-414; and the Maryland Stored Communications Act, Md. Code, Cts. & Jud. Proc. 10-4A-01 to 10-4A-08, did not change the common law privilege analysis. Accordingly, the court granted the motion to compel. View "In re Info. Mgmt. Servs., Inc. Derivative Litigation" on Justia Law

Plaintiffs brought a derivative action on behalf of China Automotive alleging breaches of fiduciary duty, insider trading, and unjust enrichment against five members of China Automotive's Board. The court concluded that because plaintiffs have not alleged particularized facts showing that any of Defendants Richardson, Tung, or Xu were interested, not independent, or facing a substantial threat of personal liability at the time the derivative Complaint was filed, these three directors were entitled to consider demand. Therefore, under Court of Chancery Rule 23.1, demand was not excused. The court rejected plaintiffs' remaining claims under Rule 23.1 and dismissed as to plaintiffs with prejudice. View "In re: China Automotive Systems Inc. Derivative Litigation" on Justia Law

R&D, a member of the Joint Venture, brought a books and records action under 6 Del. C. 18-305 and the Joint Venture's limited liability company agreement, seeking two categories of books and records that were in the possession and control of Investment Services. At issue was whether the court had jurisdiction over Investment Services, an Indiana corporation, under either Delaware's long-arm statute or its Limited Liability Company Act, 6 Del. C. ch. 18. The court concluded that R&D had not met its burden of making a prima facie showing of a statutory basis for personal jurisdiction over Investment Services under either Delaware's long-arm statute or Section 18-109 of the LLC Act. Therefore, R&D's claim against Investment Services must be dismissed under Rule 12(b)(2) for lack of personal jurisdiction. The court also concluded that the court did have jurisdiction over HDG Properties because of its contractual consent; R&D failed to allege any "reasonably conceivable" collection of facts upon which it could prevail against other HDG Defendants; and R&D's inspection claims against these HDG Defendants must be dismissed under Rule 12(b)(6). Accordingly, the motion to dismiss was granted as to all of the HDG Defendants. View "Florida R&D Fund Investors, LLC v. Florida BOCA/Deerfield R&D Investors, LLC, et al." on Justia Law

Settlor established a trust (Trust) for the maintenance of two burial lots. The Wilmington and Brandywine Cemetery (the Cemetery) and PNC Bank, N.A. (the Trustee) petitioned to modify the Trust, to direct that three percent of the net asset value of the Trust be distributed annually to the Cemetery for the general maintenance of the Cemetery. Contending that the Trust had a charitable purpose, the Cemetery and Trustee relied on the common law doctrine of cy pres, Delaware's statutory codification of the cy pres doctrine, and the common law doctrine of deviation in seeking modification. The Court of Chancery denied the petition, holding that petition did not provide any basis for modifying the Trust. View "In re Latimer Trust" on Justia Law