Justia Delaware Court of Chancery Opinion Summaries

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

This case involved a challenge to the New Castle County Council's approval of the record plan for a housing development. The development was the joint effort of two record owners of individual parcels: the limited liability companies, Robinson Investments, LLC, and Robinson Investments Two, LLC. Plaintiffs, however, did not name Robinson Investments, LLC, as a party, and defendants moved to dismiss because of plaintiffs' failure to join an indispensable party. Because of the time limitations embodied in 10 Del. C. 8126, joinder of Robinson Investments, LLC, was not precluded. Therefore, if Robinson Investments, LLC, was an indispensable party, the action would be dismissed with prejudice. Consequently, the court found that Robinson Investments, LLC, was an indispensable party to the action and granted defendants' motion to dismiss. View "Makitka, Jr., et al. v. New Castle County Council, et al." on Justia Law

Plaintiffs sought a preliminary injunction against the acquisition of Compellant by Dell. The parties settled after significant discovery but before merits briefing or a hearing. The settlement consideration consisted of modifications to the deal protections in the merger agreement, including the rescission of a stockholder rights plan adopted in connection with the transaction, and six supplemental disclosures. Plaintiffs applied for a fee of $6 million and defendants argued for not more than $1.25 million. In addressing the fee application, and thus to estimate the value of the resulting benefits conferred by the settlement, the court relied primarily on four studies that measured market-wide rates of topping bid activity and the incremental value generated by multiple bidders. The court also evaluated the benefits conferred by the supplemental disclosures. In total, the court awarded $2.4 million. View "In re Compellent Technologies, Inc. Shareholder Litigation" on Justia Law

This action involved a challenge to a decision by the board of directors of a company to call certain of its outstanding shares. The purchasers of those shares claimed that the company called the shares at a below market price in violation of the express terms of the contracts governing the shares as well as the implied covenant of good faith and fair dealing. The company moved to dismiss the purchaser's complaint for failure to state a claim. The court found that the purchaser had alleged facts that conceivably would support a conclusion that the call price was set below fair market value and that the company acted in bad faith by setting the call price at that value. Therefore, the court denied the company's motion to dismiss. View "Clean Harbors, Inc. v. Safety-Kleen, Inc." on Justia Law

This case involved a suit by a holder of auction rate notes issued under an Indenture of Trust and certain "Supplemental Indentures" thereto, against the issuer of the notes, and the trust. Plaintiff claimed that the issuer caused the trust to pay millions of dollars in excessive fees to the issuer and an affiliate of the issuer in breach of limits on those fees set forth in the Supplemental Indentures. The court held that because plaintiff had not pled that it had met any of the conditions precedent to suit required by the no-action clause, the court dismissed plaintiff's claims. View "RBC Capital Markets, LLC v. Education Loan Trust IV, et al." on Justia Law

This action involved a challenge to the termination of plaintiff's employment with the city. Plaintiff sought a declaratory judgment, permanent injunctive relief, and compensatory damages, claiming that the city wrongfully terminated her employment based on her alleged failure to comply with the city's residency requirement. The court found that the relief sought by plaintiff fell outside the limited jurisdiction of the court where plaintiff failed to state a colorable claim for equitable relief and that the true substance of the relief she sought was a writ of certiorari. Therefore, the court dismissed plaintiff's claims for lack of subject matter jurisdiction. View "Gladney v. City of Wilmington" on Justia Law