Delaware Court of Chancery Decisions 2011
Date: December 30, 2011
Docket Number: CA 6999-VCG
Justia Opinion Summary: 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 At issue was whether a Payment Memo constituted a valid contract and thus superseded…
Date: December 29, 2011
Docket Numbers: CA 6159-VCP, CA 6327-VCP
Date: December 28, 2011
Docket Number: CA 4387-VCP
Justia Opinion Summary: 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…
Date: December 23, 2011
Docket Number: CA 6653-VCG
Justia Opinion Summary: 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…
Date: December 22, 2011
Docket Number: CA 4780
Date: December 22, 2011
Docket Number: CA 4899-VCG
Justia Opinion Summary: 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…
Date: December 21, 2011
Docket Number: CA 5395-VCN
Date: December 20, 2011
Docket Number: CA 7106-VCP
Justia Opinion Summary: 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…
Date: December 20, 2011
Docket Number: CA 961
Justia Opinion Summary: This derivative suit was brought against the Grupo Mexico subsidiary that owned Minera, the Grupo Mexico-affiliated directors of Southern Peru, and the members of the Special Committee, alleging that the Merger at issue…
Date: December 16, 2011
Docket Number: CA 2627-VCP
Justia Opinion Summary: 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…
Date: December 9, 2011
Docket Number: CA 6084-VCL
Justia Opinion Summary: 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…
Date: December 9, 2011
Docket Number: CA 6117-VCP
Justia Opinion Summary: 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…
Date: December 9, 2011
Docket Number: CA 6796-VCL
Justia Opinion Summary: Petitioner, an attorney, brought this action pro se seeking reformation of a mortgage. Petitioner was not a party to the mortgage or the loan it secured; he had no interest in the underlying party; sued on his own name…
Date: December 6, 2011
Docket Number: 6297-CS
Justia Opinion Summary: 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…
Date: November 30, 2011
Docket Number: CA 3730-VCN
Date: November 30, 2011
Docket Number: CA 5268-VCN
Date: November 30, 2011
Docket Number: CA 5717-VCP
Justia Opinion Summary: 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…
Date: November 30, 2011
Docket Number: CA 6276-VCN
Justia Opinion Summary: Gibraltar brought this action against Boston Private for specific performance of Boston Private's obligations under the tax allocation provision of the stock purchase agreement between the parties. Both parties moved for…
Date: November 30, 2011
Docket Number: CA 6287-VCN
Date: November 28, 2011
Docket Number: CA 2476-VCG
Justia Opinion Summary: This case involved a claim for breach of the fiduciary duty of loyalty that stemmed from a dispute regarding assets of IFCT, a now defunct tech startup company founded by Stephen Marsh to develop potentially…
Date: November 28, 2011
Docket Number: CA 5455-VCP
Justia Opinion Summary: This action involved a challenge to the decision by a purchaser to terminate a share purchase agreement and related consulting services agreement based on the purchaser's contention that certain conditions precedent to…
Date: November 22, 2011
Docket Number: CA 4993-VCL
Justia Opinion Summary: Plaintiff was terminated as a partner of Deloitte LLP and Deloitte Tax LLP after he pled guilty to a criminal charge relating to allegedly stalking and harassing an ex-lover. Plaintiff claimed that Deloitte management…
Date: November 22, 2011
Docket Number: CA 6449-VCL
Justia Opinion Summary: Plaintiff asserted wide-ranging claims against defendant and its managing member after plaintiff and defendant agreed to combine their investment management operations into a single firm. After coming to believe that…
Date: November 15, 2011
Docket Number: CA 5120-VCP
Justia Opinion Summary: This case concerned a contractual dispute among the parties to an indemnification agreement incident to a merger. Plaintiffs asserted claims for indemnification and defendants disputed whether the Indemnification…
Date: November 10, 2011
Docket Number: CA 5607-CS
Date: November 10, 2011
Docket Number: CA 6074-CS
Justia Opinion Summary: This case involved a dispute over earn-out payments related to a merger between Viacom and Harmonix where plaintiff was one of the selling stockholders of Harmonix. Plaintiff sued on behalf of the selling stockholders,…
Date: November 9, 2011
Docket Number: CA 6049-VCP
Justia Opinion Summary: 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…
Date: November 8, 2011
Docket Number: CA 6985-VCL
Justia Opinion Summary: Plaintiff moved for an expedited hearing on an application for a preliminary injunction that would block the University of Connecticut from proceeding any further with a request for proposal. Plaintiff contended that the…
Date: November 4, 2011
Docket Number: CA 5110-VCG
Justia Opinion Summary: This case involved the interpretation of two provisions in a merger agreement between defendant corporation and a company whose former stockholders were represented by plaintiff. The two provisions at issue dealt with…
Date: October 31, 2011
Docket Number: CA 3347-VCG
Justia Opinion Summary: This case involved the adoption and implementation of a redevelopment plan in South Wilmington known as the South Walnut Street Urban Renewal Plan (SWURP). Plaintiffs, property owners in the SWURP area, sought a…
Date: October 28, 2011
Docket Numbers: CA 3940-VCN, CA 6170-VCN
Date: October 28, 2011
Docket Number: CA 5724-VCN
Date: October 14, 2011
Docket Number: CA 6176-VCL
Justia Opinion Summary: Plaintiff contended that holders of common stock of Wesco were entitled to appraisal rights under Section 262 of the General Corporation Law, 8 Del. 262, in connection with a forward triangular merger among Wesco, its…
Date: October 14, 2011
Docket Number: CA 961-CS
Date: October 13, 2011
Docket Number: CA 2170-MA
Justia Opinion Summary: This matter involved a dispute over the disposition of a certain parcel of real estate that was the residence of Arlington J. Wiltbank, who died on December 5, 2002 and was survived by three children, including Claudia…
Date: October 13, 2011
Docket Number: CA 5626-VCP
Justia Opinion Summary: This case was a class action brought on behalf of the former shareholders of Alloy, challenging a going-private transaction (Merger) that cashed out the company's public shareholders for allegedly inadequate…
Date: October 12, 2011
Docket Number: CA 5215-VCG
Justia Opinion Summary: This matter was before the court on a motion to dismiss, pursuant to Court of Chancery Rule 23.1, for failure to make a pre-suit demand upon the board, and Court of Chancery Rule 12(b)(6) for failure to state a claim. At…
Date: October 4, 2011
Docket Number: CA 2844-VCP
Justia Opinion Summary: This action came before the court following the insolvency and proposed rehabilitation of a Delaware insurance company. At issue was whether the arbitration clause in the reinsurance agreements between the insolvent…
Date: September 30, 2011
Docket Number: CA 5334-VCN
Justia Opinion Summary: Plaintiff, a former shareholder of infoGroup, Inc., brought its Second Amended Class Action complaint asserting, on behalf of themselves and their fellow former shareholders, that the merger of infoGroup into a…
Date: September 30, 2011
Docket Number: CA 5526-VCN
Justia Opinion Summary: Plaintiff, individually and as trustee of the Peter R. Brinckerhoff Revocable Trust, was the holder of limited partnership units (LP units) of Enbridge Energy Partners, L.P. (the Partnership). Plaintiff, both…
Date: September 30, 2011
Docket Number: CA 6849-VCN
Justia Opinion Summary: This action arose out of the proposed open merger of OPENLANE with Riley, wholly-owned subsidiary of ADESA which in turn, was a wholly-owned subsidiary of KAR (KAR and, together with Riley and ADESA, collectively, the…
Date: September 29, 2011
Docket Number: CA 4113-VCN
Date: September 28, 2011
Docket Number: CA 6148-MA
Justia Opinion Summary: 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…
Date: September 23, 2011
Docket Number: CA 6567-VCL
Justia Opinion Summary: In this action brought pursuant to 8 Del. C. 225, plaintiffs sought a determination that certain written consents validly removed defendant directors and replaced them with a new slate. Defendant directors contended that…
Date: September 22, 2011
Docket Number: CA 2627-VCP
Justia Opinion Summary: This action arose out of a dispute between two companies involved in the development of pharmaceuticals. Plaintiff was a biodefense company engaged in the development and commercialization of medical countermeasures…
Date: September 22, 2011
Docket Number: CA 3644-VCL
Justia Opinion Summary: This post-trial opinion determined the voting membership of GnB, LLC, a Delaware limited liability company. The parties disputed whether Firehouse Gallery, LLC, a Florida limited liability company, was a voting member of…
Date: September 14, 2011
Docket Number: CA 6562-VCP
Justia Opinion Summary: This action arose from a transaction involving the sale of equity in a Texas-based dental practice management company to a Chicago-based private equity firm. At issue was whether the purchasers' ability to raise the…
Date: September 7, 2011
Docket Number: CA #6149-VCN
Justia Opinion Summary: Plaintiff, a Delaware taxpayer, asserted claims against defendant, the State of Delaware Auditor of Accounts, for claims related to defendant's alleged noncompliance with 29 Del. C. 2906(f), which stated, in part, that…
Date: September 1, 2011
Docket Number: CA #3970-VCG
Justia Opinion Summary: This matter involved the interpretation of a limited liability company operating agreement. Petitioner (Showell) was a member of an accounting firm (Hoyt) and respondents (Pusey and Hatter) were the remaining members of…
Date: August 31, 2011
Docket Number: CA 6110-VCN
Date: August 29, 2011
Docket Number: CA #4377-VCG
Justia Opinion Summary: This matter came before the court on a Petition for Partition of a five acre parcel of land. The property had been sold by a Trustee, the Trustee's Return had been accepted, and the proceeds of the sale had been placed…
Date: August 25, 2011
Docket Number: CM 04193-N-VCL
Date: August 19, 2011
Docket Number: CA 4662-VCL
Date: August 15, 2011
Docket Number: CA #6778-VCG
Justia Opinion Summary: Plaintiff alleged that defendant had a personal bank account at Fulton Financial Corporation (Fulton), of which his wife could be a joint holder. Plaintiff sought a temporary restraining order enjoining both defendant…
Date: August 11, 2011
Docket Number: CA #20397-CS
Justia Opinion Summary: This action was dismissed under Rule 41(c) in a March 9, 2011 order. Plaintiff subsequently moved to vacate the court's dismissal under Rule 60(b)(6) on the ground that he did not receive the requisite notice under Rule…
Date: August 10, 2011
Docket Number: CA #3099-VCN
Justia Opinion Summary: Plaintiff filed a motion seeking approval of its appointment of James Gallagher as its "Designated Consultant" pursuant to the Stipulation and Order for the Production and Exchange of Proprietary Information entered by…
Date: August 9, 2011
Docket Number: CA #6261-CS
Justia Opinion Summary: This case stemmed from a dispute between Omniglow, LLC's three members (Leemon, Holland, and Achaian). At issue was whether one member of a Delaware limited liability company could assign its entire membership interest,…
Date: August 9, 2011
Docket Number: CA 5633-VCP
Date: August 8, 2011
Docket Number: CA #5502-CS
Justia Opinion Summary: This case stemmed from a dispute between a hedge fund manager and the hedge fund's seed investor. The central issue was contractual and involved whether the hedge fund manager could use the Gate Provision in the…
Date: August 5, 2011
Docket Number: CA #6179-VCN
Justia Opinion Summary: This action arose out of the sale of Giant Cement Holding, Inc. (Giant) by defendant Cementos Portland Valderrivas (CPV) to defendant Corporacion Uniland S.A. Sagarra Inversiones, S.L. (Sagarra) challenged the…
Date: August 4, 2011
Docket Number: CA #5935-VCG
Justia Opinion Summary: This was an action for approval of accounting and termination of a testamentary trust. Jean I. Willey, the testator, had four sons: Todd, Mark, Scott, and Dale. Todd, filed a motion seeking approval of the trust…
Date: August 4, 2011
Docket Number: CA #5580-VCN
Justia Opinion Summary: This case arose when Commerzbank agreed to acquire Dresdner Bank in September 2008. As part of the deal, Commerzbank also acquired Dresdner Bank's trust preferred structures, and holders of Dresdner's trust preferred…
Date: August 3, 2011
Docket Number: CA #6569-VCN
Justia Opinion Summary: Plaintiffs, shareholders of Ness Technologies, Inc. (Ness), moved to expedite proceedings in this putative class action, which they filed to enjoin a proposed transaction through which Ness's largest shareholder, Citi…
Date: July 29, 2011
Docket Number: CA #6689-VCP
Justia Opinion Summary: This case arose out of a sale-leaseback transaction that occurred in 2001. On July 10, 2011, the seller-lessees' parent company announced plans for a proposed transaction whereby it would seek a new credit facility and…
Date: July 29, 2011
Docket Number: CA #6011-VCN
Justia Opinion Summary: Defendant moved to dismiss this action under Court of Chancery Rule 12(b)(1) and 12(b)(3). Plaintiff sought a declaratory judgment regarding the validity of, and specific performance of, a putative settlement agreement,…
Date: July 29, 2011
Docket Number: CA #1165-VCN
Justia Opinion Summary: This case stemmed from a dispute regarding the distribution formula of an irrevocable trust that Wilbert L. and Genevieve W. Gore set up for the benefit of their grandchildren (Pokeberry Trust). The court held that the…
Date: July 29, 2011
Docket Number: CA #1942-VCN
Justia Opinion Summary: This case stemmed from an adverse possession property dispute in Sussex County, Delaware. The court found that petitioners were, by at least 1980, aware of (and, therefore, on notice of) the claims of William Wiggins to…
Date: July 29, 2011
Docket Number: CA #6103-VCN
Justia Opinion Summary: This action arose from a final arbitration award made in favor of defendant where plaintiff sought to vacate the award. At issue was whether the Arbitration Award should be filed under seal. Also at issue was whether the…
Date: July 28, 2011
Docket Number: CA #6120-VCN
Justia Opinion Summary: Plaintiff brought this lawsuit to challenge the approximately $42.5 million acquisition of American Surgical Holdings, Inc. (American Surgical) by AH Holdings, Inc. Now before the court was plaintiff's interim…
Date: July 22, 2011
Docket Number: CA #5772-VCN
Justia Opinion Summary: This case arose when plaintiff entered into an agreement with defendant under which he was entitled to advancement of expenses incurred in defending several actions arising out of his employment with defendant…
Date: July 21, 2011
Docket Number: CA #2922-VCP
Justia Opinion Summary: This dispute arose from a preliminary injunction preventing defendants from demolishing a house on property they purchased in the Westover Hills Section C housing development and converting it to a grassy play area for…
Date: July 12, 2011
Docket Number: CA #4464-VCG
Justia Opinion Summary: This matter involved a supposed "asset protection trust" (Henry's trust) settled by and for the benefit of respondent where petitioner, BNY Mellon Trust of Delaware (BNY), held a demand note representing a several…
Date: July 1, 2011
Docket Number: CA #4304-VCP
Justia Opinion Summary: This action arose from a technology-sharing relationship between plaintiffs and defendant where plaintiffs brought suit against defendant in January 2009 for, among other things, breach of contract based on defendant's…
Date: June 30, 2011
Docket Number: CA #3099-VCN
Justia Opinion Summary: Defendant Lockheed Martin Corporation d/b/a Lockheed Martin STS-Orlando (LMSTS) moved to bifurcate this action into a "Contract Interpretation Phase" and a "Damages Phase," and both LMSTS and plaintiff BAE Systems…
Date: June 30, 2011
Docket Number: CA #1161-VCN
Justia Opinion Summary: Plaintiffs, former shareholders and the representative and attorney-in-fact for all shareholders of Kinexus Corporation (Kinexus), commenced this action asserting claims against Advent Software, Inc. (Advent) for breach…
Date: June 27, 2011
Docket Number: CA #6027-VCL
Justia Opinion Summary: This case arose when Del Monte Foods Company announced that it had agreed to be acquired by a consortium of Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners, and Centerview Partners (collectively, Sponsors). A…
Date: June 17, 2011
Docket Number: CA #5835-CC
Justia Opinion Summary: This lawsuit stemmed from a failed venture between OverDrive, Inc. (OverDrive), a leader in the field of digital media distribution, and Baker & Taylor, Inc. (Baker & Taylor), a leading distributor of physical media,…
Date: June 15, 2011
Docket Number: CA #5394-VCP
Justia Opinion Summary: This case involved a stockholder challenge to the decision of two funds within the Vanguard mutual fund complex to purchase shares of allegedly illegal foreign online gambling businesses that were publicly traded in…
Date: June 10, 2011
Docket Number: CA #6301-VCP
Justia Opinion Summary: This action was before the court on a motion to expedite regarding a transaction in which a Delaware limited partnership was to be acquired for either cash or a combination of cash and the acquirer's stock.…
Date: June 3, 2011
Docket Number: CA #6465-VCN
Justia Opinion Summary: Plaintiff moved to enjoin the annual stockholders meeting of defendant, which was currently scheduled for June 6, 2011 ("2011 Meeting") and sought declaratory relief regarding the timeliness of shareholder proposals for…
Date: June 3, 2011
Docket Number: CA #14634-VCN
Justia Opinion Summary: Plaintiffs, limited partners of Cencom Cable Income Partnership, L.P. ("Partnership"), sued defendants over the appraisal and sale of nine cable systems. In this post-trial memorandum opinion, the court addressed not…
Date: May 31, 2011
Docket Number: CA #3730-VCN
Justia Opinion Summary: Plaintiff, a significant stockholder in a holding company managed by the individual defendants, alleged, both on behalf of a class and derivatively, breaches of fiduciary duty regarding defendants' adoption of a stock…
Date: May 31, 2011
Docket Number: CA #5430
Justia Opinion Summary: Plaintiffs, stockholders in Massey Energy Company ("Massey"), a coal mining corporation with a controversial reputation, sought a preliminary injunction against a Merger Agreement with a mining company, with a good…
Date: May 24, 2011
Docket Number: CA #6164-VCP
Justia Opinion Summary: This matter involved a stockholder challenge to a merger in which a third-party strategic aquiror had agreed to merge with the target corporation for consideration valued at $35 per share. Plaintiffs moved for a…
Date: May 16, 2011
Docket Number: CA 3106-MA
Date: May 5, 2011
Docket Number: CA #5502-VCS
Justia Opinion Summary: Plaintiffs, the manager of a hedge fund, sent a heated letter to defendants, plaintiffs' sole outside investor, in which the manager made statements about what the manager would do if the investor did not surrender to…
Date: April 29, 2011
Docket Number: CA #5702-VCL
Justia Opinion Summary: Plaintiffs, and its wholly owned subsidiary, proposed to split off as a new publicly traded company ("SplitCo") the businesses, assets, and liabilities attributed to plaintiffs' Capital Group and Starz Group (the…
Date: April 29, 2011
Docket Numbers: CA 6323-VCN, CA 6335-VCN, CA 6339-VCN, CA 6346-VCN, CA 6361-VCN
Date: April 29, 2011
Docket Numbers: CA 6323-VCN, CA 6335-VCN, CA 6339-VCN, CA 6346-VCN, CA 6361-VCN
Date: April 29, 2011
Docket Numbers: CA 6323-VCN, CA 6335-VCN, CA 6339-VCN, CA 6346-VCN, CA 6361-VCN
Date: April 29, 2011
Docket Numbers: CA 6323-VCN, CA 6335-VCN, CA 6339-VCN, CA 6346-VCN, CA 6361-VCN
Date: April 29, 2011
Docket Numbers: CA 6323-VCN, CA 6335-VCN, CA 6339-VCN, CA 6346-VCN, CA 6361-VCN
Date: April 18, 2011
Docket Number: CA 6110-VCN
Date: April 15, 2011
Docket Number: CA 2291-VCP
Date: April 8, 2011
Docket Number: CA 5589-VCP
Date: April 7, 2011
Docket Number: CA 5978-VCN
Date: March 31, 2011
Docket Number: CA 3998-MG
Date: March 30, 2011
Docket Number: CA 6255-VCN
Date: March 29, 2011
Docket Number: CA 5109-VCS
Date: March 28, 2011
Docket Number: CA 3392-VCL
Date: March 4, 2011
Docket Number: CA 5682-VCL
Date: February 28, 2011
Docket Number: CA 5247
Date: February 28, 2011
Docket Number: CA 4601-VCP
Date: February 25, 2011
Docket Number: CA 5566-VCN
Date: February 23, 2011
Docket Number: CA 4368-VCP
Date: February 16, 2011
Docket Number: CA 5688-VCS
Date: February 15, 2011
Docket Numbers: CA 5249-CC, CA 5256, CA 5256-CC, CA amp
Date: February 14, 2011
Docket Number: CA 6027-VCL
Date: February 9, 2011
Docket Number: CA 3801-VCP
Date: February 8, 2011
Docket Numbers: CA 4479-VCN, CA 4886-VCN
Date: February 8, 2011
Docket Numbers: CA 4479-VCN, CA 4886-VCN
Date: February 7, 2011
Docket Number: CA 5915-CC
Date: February 4, 2011
Docket Number: CA 4780-VCS
Date: February 4, 2011
Docket Number: CA 3229-MG
Date: January 31, 2011
Docket Number: CA 5191-VCS
Date: January 28, 2011
Docket Number: CA 5764-VCP
Date: January 28, 2011
Docket Number: CA 6137-VCP
Date: January 24, 2011
Docket Numbers: CA 5249-CC, CA 5256, CA 5256-CC, CA amp
Date: January 21, 2011
Docket Number: CA 6139-CC
Date: January 21, 2011
Docket Number: CA 3552-VCL
Date: January 20, 2011
Docket Numbers: CA 5249-CC, CA 5256, CA 5256-CC, CA amp
Date: January 18, 2011
Docket Number: CA 5779-VCS
Date: January 14, 2011
Docket Number: CA 5049-CC
Date: January 14, 2011
Docket Number: CA 5508-VCN
Date: January 12, 2011
Docket Number: CA 5880-VCL
Date: January 6, 2011
Docket Number: CA 1165-VCN
Date: January 5, 2011
Docket Number: CA 1165-VCN
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