Delaware Court of Chancery Decisions 2016
Date: December 30, 2016
Docket Number: 10321-VCG
Date: December 27, 2016
Docket Number: CA 12299-CB
Justia Opinion Summary: At issue in this case was a bylaw adopted by Paylocity Holding Corporation purporting to shift to a stockholder who files an internal corporate claim outside of Delaware without the company’s consent attorneys’ fees and…
Date: December 21, 2016
Docket Number: CA 10361-MA
Date: December 16, 2016
Docket Number: CA 9320-VCL
Date: December 15, 2016
Docket Number: CA 9131-MA
Date: December 12, 2016
Docket Numbers: CA 11287-CB, CA #11287-CB
Date: December 6, 2016
Docket Number: CA 11893-VCG
Date: December 5, 2016
Docket Number: CA 12585-VCL
Date: December 2, 2016
Docket Numbers: CA 9878-VCL, CA #9878-VCL
Date: December 1, 2016
Docket Number: CM 11058-VR
Date: November 28, 2016
Docket Number: 12357-MA
Date: November 23, 2016
Docket Number: CA 12312-VCS
Date: November 18, 2016
Docket Number: CA 11926-VCL
Date: November 18, 2016
Docket Number: CM 11523-VR
Date: November 18, 2016
Docket Number: CM 11972-VR
Justia Opinion Summary: Charles and Melissa Dalton obtained a loan from Household Finance Corporation II that was secured by a mortgage on their property. The Daltons received a trial period plan pursuant to a Trial Period Plan Agreement. The…
Date: November 14, 2016
Docket Number: CA 10938-MZ
Date: November 14, 2016
Docket Number: CA 8270-VCG
Justia Opinion Summary: This lawsuit involved a loan agreement between Lender and Borrowers. The agreement gave Lender an option to purchase the collateral for the loan - the famous ex-Presidential Yacht Sequoia. A valuation of the Sequoia for…
Date: November 10, 2016
Docket Number: CA 10589-CB
Date: November 10, 2016
Docket Numbers: CA s 7639-VCS, CA 7668-VCS, CA 7639-VCS
Date: November 2, 2016
Docket Number: CA 11425-MZ
Date: October 31, 2016
Docket Numbers: CA 11189-VCG, CA #11189-VCG, CA # 11189-VCG
Date: October 26, 2016
Docket Number: CA 12247-VCS
Date: October 24, 2016
Docket Number: 12581-MA
Date: October 19, 2016
Docket Number: CM 12661-VR
Date: October 18, 2016
Docket Number: CA 11693-CB
Date: October 14, 2016
Docket Numbers: CA 11812-VCG, CA# 11812-VCG, CA # 11812-VCG
Date: October 10, 2016
Docket Number: CA 11343-VCL
Date: October 7, 2016
Docket Number: CM 11058-VR
Date: September 30, 2016
Docket Number: CM 11523-VR
Date: September 26, 2016
Docket Number: CA 11859-VCG
Date: September 22, 2016
Docket Number: CA 11141-VCS
Date: September 21, 2016
Docket Number: CA 11808-VCG
Date: September 20, 2016
Docket Number: CA 4675-MA
Date: September 19, 2016
Docket Number: CA 4662-VCL
Date: September 7, 2016
Docket Number: CM 12003-VR
Justia Opinion Summary: The beneficial owner of a Delaware statutory trust sought to inspect certain of the trust’s books and records. The trust denied the beneficial owner’s request, asserting that the form of the request and the motivations…
Date: August 31, 2016
Docket Number: CA 10425-JL
Date: August 31, 2016
Docket Number: CA 12629-VCS
Date: August 31, 2016
Docket Numbers: CA 7705-VCG, CA # 7705-VCG
Date: August 30, 2016
Docket Number: CA 10709-JL
Date: August 26, 2016
Docket Number: CM 12003-VR
Justia Opinion Summary: After a beneficial owner (Grand Acquisition) of a Delaware statutory trust sought to inspect certain of the trust's books and records, the trust (Passco Trust) denied the request, arguing that the form of the request and…
Date: August 25, 2016
Docket Number: CA 10918-VCS
Justia Opinion Summary: Plaintiffs, former stockholders of Auspex, filed a putative class action to challenge the propriety of the merger with Teva Pharmaceuticals and seek post-closing damages, alleging that the members of Auspex's board of…
Date: August 24, 2016
Docket Numbers: CA 9980-CB, CA #9980-CB
Date: August 22, 2016
Docket Numbers: CA s 7639-VCS, CA 7668-VCS, CA 7639-VCS
Date: August 19, 2016
Docket Number: CM 11572-VR
Date: August 19, 2016
Docket Number: CM 9468-VR
Justia Opinion Summary: This letter opinion addressed Third-Party Defendants’ motions to dismiss Third-Party Plaintiffs’ amended third-party complaint. The Third-Party Defendants advanced four bases on which the amended complaint should be…
Date: August 18, 2016
Docket Number: CA 12629-VCS
Date: August 15, 2016
Docket Number: CA 11550-VCS
Justia Opinion Summary: Diamond State Tire, Inc. (Diamond State) has been in business since 1989, and its customers and vendors often refer to it as Diamond Tire. Diamond Town Tire Pros & Auto Care LLC (Diamond Town) opened for business in…
Date: August 12, 2016
Docket Numbers: CA 12327-VCS, CA #12327-VCS
Date: August 12, 2016
Docket Number: CM 10983-VR
Justia Opinion Summary: 11 Del. C. 4121(u) mandates GPS monitoring of all Tier III sex offenders granted parole or probation without reference to the offenders’ risks of recidivism. Tier III sex offenders are those convicted of the most serious…
Date: August 11, 2016
Docket Number: CA 8388-VCG
Justia Opinion Summary: At issue in this case was the fair value of stock of ISN Software Corp. (Respondent) held by two minority stockholders, Polaris and Ad-Venture, (collectively, Petitioners) at the time of a merger by which the controller…
Date: August 3, 2016
Docket Number: CA 10816-CB
Justia Opinion Summary: In 2015, Plaintiff, a stockholder of Tradeworx, Inc., requested a declaratory judgment that shares issued in 2000 to WisdomTree Investments, Inc. were void because they were issued in exchange for future services, a…
Date: August 1, 2016
Docket Number: CM 10872-VR
Date: July 29, 2016
Docket Number: CM 11873-VR
Date: July 28, 2016
Docket Number: CA 9796-VCG
Date: July 25, 2016
Docket Number: CA 11364-MA
Date: July 22, 2016
Docket Number: 10223-MA
Date: July 20, 2016
Docket Numbers: CA 9700, CA s 9661, CA 9686, CA 10449-CB
Date: July 7, 2016
Docket Number: CA 9574-VCL
Justia Opinion Summary: Freestone Insurance Company was a Delaware-domiciled insurer that was placed in liquidation. The liquidation proceeding was governed by the Uniform Insurers Liquidation Act (the Uniform Act). The order that placed…
Date: July 5, 2016
Docket Number: CM 11923-VR
Justia Opinion Summary: Plaintiffs and Defendants were members of Trinity School of the Bible, a Delaware not-for-profit corporation, and members of Trinity’s board. When disagreements arose among the Board members, Plaintiffs filed this…
Date: June 30, 2016
Docket Number: CM 10485-VR
Justia Opinion Summary: At issue in this case was a company that was acquired for $18 per share in an all-cash merger. Five months earlier, the target company declined an offer of $24 per share from the same acquiror. Plaintiffs, former public…
Date: June 29, 2016
Docket Number: CA 11632-VCS
Date: June 29, 2016
Docket Numbers: CA s 3730, CA 7048-VCS
Date: June 24, 2016
Docket Numbers: CA 12168-VCG, CA 12337-VCG
Date: June 21, 2016
Docket Numbers: CA 9700-CB, CA 9661-CB, CA 9686-CB, CA 10449-CB, CA 's 9700-CB
Date: June 20, 2016
Docket Numbers: CA 9700-CB, CA 9661-CB, CA 9686-CB, CA 10449-CB, CA 's 9700-CB
Date: June 16, 2016
Docket Number: CA 8282-MA
Date: June 14, 2016
Docket Number: CA 11293-CB
Date: June 3, 2016
Docket Number: CA 11746-CB
Justia Opinion Summary: The court addressed the claim for advancement of expenses relating to the Preston Hollow Action. Both parties moved for summary judgment regarding advancement under the ORIX USA Charter, while only defendants have moved…
Date: June 3, 2016
Docket Number: CA 8931-VCL
Justia Opinion Summary: The court issued a post-trial opinion holding that the loan agreement between plaintiff and National was unconscionable and that National violated the federal Truth in Lending Act (TILA), 15 U.S.C. 1601 et seq. At issue…
Date: May 31, 2016
Docket Number: CA 11000-VCG
Justia Opinion Summary: Plaintiff, a stockholder, filed suit alleging corporate wrongdoing involving, among others, directors of BioScrip, Inc. Plaintiff made allegations intended to demonstrate that demand against the allegedly faithless…
Date: May 31, 2016
Docket Number: CA 9322-VCL
Justia Opinion Summary: In 2013, the Company completed a merger that gave rise to appraisal rights. Petitioners, owners of shares of common stock of the Company, seek appraisal. The court concluded that the fair value of the Company on the…
Date: May 25, 2016
Docket Number: CA 10307-VCS
Justia Opinion Summary: Plaintiffs, a current and a former inmate at the JTVCC, filed suit challenging the constitutionality of a Delaware statute, 11 Del. C. 4322(c) & (d), that denies inmates access to certain Department of Correction…
Date: May 24, 2016
Docket Number: CA 10861-MZ
Justia Opinion Summary: Tuscan filed suit against defendant, alleging conflict with and misconduct by defendant surrounding his termination from Tuscan. Defendant asserts Tuscan’s records indicate Tuscan’s majority stockholder and director,…
Date: May 20, 2016
Docket Number: CA 12066-VCG
Justia Opinion Summary: The court reviewed letters submitted regarding the scope of issues to be tried during the trial scheduled in this matter. Plaintiffs contend that two issues related to Count I of their Verified Complaint should be…
Date: May 20, 2016
Docket Number: CA 9640-VCG (ol)
Justia Opinion Summary: The Company, a developmental biopharmaceutical company, which has researched and developed a drug called NORTHERA, filed a class action alleging breaches of fiduciary duty against defendants in connection with the sale…
Date: May 19, 2016
Docket Number: CA 12251-VCL
Justia Opinion Summary: Before the events giving rise to this litigation, the eight members of the Board were aligned to varying degrees with either plaintiff Lewis C. Pell or defendant Robert C. Kill. Through a Board Reduction Plan, the…
Date: May 13, 2016
Docket Numbers: CA 7455-CB, CA #7455-CB
Date: May 11, 2016
Docket Number: CA 11603-VCG
Justia Opinion Summary: 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…
Date: May 11, 2016
Docket Number: CA 9322-VCL
Justia Opinion Summary: 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…
Date: May 9, 2016
Docket Number: CM 11717-VR
Justia Opinion Summary: 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…
Date: May 9, 2016
Docket Number: CM 11729-VR
Justia Opinion Summary: 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,…
Date: May 6, 2016
Docket Number: CM 10586-VR
Justia Opinion Summary: 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.…
Date: May 5, 2016
Docket Number: CM 11045-VR
Justia Opinion Summary: 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…
Date: April 29, 2016
Docket Numbers: CA 11314-VCS, CA #11314-VCS
Date: April 28, 2016
Docket Number: CA 10441-VCG
Date: April 4, 2016
Docket Number: CA 8948-MA
Date: March 31, 2016
Docket Number: CA 10934-VCG
Justia Opinion Summary: 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…
Date: March 31, 2016
Docket Number: CA 11465-VCG
Date: March 29, 2016
Docket Numbers: CA 11130-CB, CA #11130-CB
Date: March 14, 2016
Docket Number: CA 8931-VCL
Justia Opinion Summary: 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…
Date: March 11, 2016
Docket Numbers: CA 10223-MA, CA #10223-MA
Date: March 8, 2016
Docket Numbers: CA 10430-VCG, CA # 10430-VCG
Date: March 8, 2016
Docket Number: CA 11593-VCG
Date: February 29, 2016
Docket Numbers: CA 10557-VCG, CA # 10557-VCG
Date: February 29, 2016
Docket Number: CA 11605-VCL
Justia Opinion Summary: The underlying action in this case took place in a California court and resulted in a jury award of compensatory damages of $22.3 million in favor of Sierra Railroad Company and against Patriot Rail Company LLC. The jury…
Date: February 29, 2016
Docket Number: CA 8230-VCG
Date: February 26, 2016
Docket Number: CA 11060-VCN
Date: February 26, 2016
Docket Number: CA 11101-VCN
Date: February 26, 2016
Docket Number: CA 7369-VCN
Justia Opinion Summary: In 2011, Seller sold a Company to Buyer under an Agreement. The Agreement contained provisions relating to tax consequences of change-of-control payments and professional fees that would be incurred that would reduce the…
Date: February 23, 2016
Docket Number: CA 9706-CB
Justia Opinion Summary: In 2012, a private equity firm purchased a trucking company now owned by Buyer through a merger transaction. Plaintiff initiated this action as the representative of the selling securityholders (Securityholders) to…
Date: February 22, 2016
Docket Numbers: CA 10223-MA, CA #10223-MA
Date: February 19, 2016
Docket Numbers: CA 7639-VCN, CA 7668-VCN
Justia Opinion Summary: Plaintiff sought a preliminary injunction against Defendant to secure its information rights under a governing agreement. The Court of Chancery denied the motion, concluding that there was not a sufficient showing of…
Date: February 19, 2016
Docket Number: CA 9410-VCN
Date: February 18, 2016
Docket Number: CA 7994-VCN
Justia Opinion Summary: 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 …
Date: February 17, 2016
Docket Numbers: CA 8861-MA, CA # 8861-MA
Date: February 12, 2016
Docket Number: CA 7339-ML (LETTER DECISION)
Date: February 11, 2016
Docket Number: CA 11575-VCN
Justia Opinion Summary: RED Capital Investment L.P. and George Polk (together, Plaintiffs) filed this suit claiming that RED Parent LLC (the Company) violated their rights to inspect certain Company books and records pursuant to the Company’s…
Date: February 9, 2016
Docket Number: CA 9637-VCG
Date: February 2, 2016
Docket Number: CA 10774-VCL
Justia Opinion Summary: Amalgamated Bank requested to inspect the books and records of Yahoo! Inc., stating that its purpose was to investigate the hiring and subsequent firing of Yahoo’s chief operating officer. Yahoo produced some, but not…
Date: February 2, 2016
Docket Number: CA 11657-MAA
Date: February 2, 2016
Docket Number: CA 6547-VCN
Date: January 29, 2016
Docket Number: CA 10568-VCN
Justia Opinion Summary: Plaintiff and Defendant entered into a Master Purchase/Service Agreement (MPSA) containing a provision that, under certain conditions, allowed the prevailing party in a dispute arising under the MPSA to recovery…
Date: January 29, 2016
Docket Number: CA 10619-VCG
Date: January 28, 2016
Docket Number: CA 10463
Date: January 25, 2016
Docket Number: CA 9962-VCL
Date: January 22, 2016
Docket Number: CA 10020-CB
Justia Opinion Summary: Four stockholders of Trulia, Inc. filed class action complaints alleging that Trulia’s directors had breached their fiduciary duties in approving the Zillow Inc.’s acquisition of Trulia in a stock-for-stock merger at…
Date: January 21, 2016
Docket Number: CA 10991-VCN
Date: January 20, 2016
Docket Number: CA 4113-VCN
Date: January 19, 2016
Docket Numbers: CA 8714-MA, CA 9385-MA
Justia Opinion Summary: Bennie Farren died leaving a will under which he bequeathed his former residence and other assets to a trust. The trust contemplated that Patricia McGlaughlin could live in Bennie’s former residence for the remainder of…
Date: January 15, 2016
Docket Number: CA 9962-VCL
Justia Opinion Summary: Plaintiff filed this action against three outside directors of nominal defendant EXCORP, Inc., alleging breach of fiduciary duty, among other claims. The directors filed a motion to dismiss. Recognizing that he had not…
Date: January 14, 2016
Docket Number: CA 10287-VCN
Justia Opinion Summary: Plaintiff brought his derivative action on behalf of a Corporation against the Corporation’s CEO. The parties entered into a settlement agreement that embodied much of the relief sought by Plaintiff. Under the settlement…
Date: January 13, 2016
Docket Number: CA 11236-VCN
Date: January 6, 2016
Docket Number: CA 10528-VCG
Justia Opinion Summary: This case involved a home-improvement contract between Petitioner, a construction company, and Respondents, homeowners. Both parties argued that the other breached the contract. The superior court determined that the…
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