Delaware Court of Chancery Decisions 2012

Miller v. Palladium Industries, Inc.
Date: December 31, 2012
Docket Number: CA 7475-VCN
AM General Holdings LLC v. The Renco Group, Inc., et al.
Date: December 21, 2012
Docket Numbers: CA 7639-VCN, CA 7668-VCN, CA 7639-VCN -, CA -
Grunstein v. Silva
Date: December 20, 2012
Docket Number: CA 3932-VCN
Barry Henson, et al. v. Filomena Sousa, et al.
Date: December 19, 2012
Docket Number: CA 8057-VCG
Continuum Managed Services, LLC v. Datto, Inc.
Date: December 14, 2012
Docket Number: CA 7749-VCG
Walter A. Winshall v. Viacom International Inc., et al.
Date: December 12, 2012
Docket Number: CA 6074-CS
In re Peierls Family Testamentary Trusts  
Date: December 11, 2012
Docket Number: CM 16810-N-VCL

Justia Opinion Summary: Petitioners in this case were current beneficiaries of seven testamentary trusts. Petitioners sought orders approving the resignations of individual trustees, confirming the appointment of Northern Trust Company of Delaw...

In re Ethel F. Peierls Charitable Lead Unitrust  
Date: December 10, 2012
Docket Number: CM 16811-N-VCL

Justia Opinion Summary: Petitioners in this case were the current trustees of a Washington charitable trust. Petitioners petitioned the Court of Chancery for orders (1) approving their resignations, (2) confirming the appointment of Northern Tr...

In re Peierls Family Inter Vivos Trusts  
Date: December 10, 2012
Docket Number: CM 16812-N-VCL

Justia Opinion Summary: Petitioners in this case were current beneficiaries of five inter vivos trusts. Seeking declarations designed to cause Delaware to govern the administration of the trusts so they could be reformed to take advantage of fe...

Nancy Minieri, et al v. Diane Bennett
Date: November 29, 2012
Docket Number: CA 4792-ML
New Growth Capital, LLC v. Excel Marketing Solutions, Inc.
Date: November 29, 2012
Docket Number: CA 6067-VCN
Passales v. Ogata
Date: November 29, 2012
Docket Number: CA 7397-ML
Vichi v. Koninklijke Philips Elecs., N.V.  
Date: November 28, 2012
Docket Number: CA 2578-VCP

Justia Opinion Summary: This case concerned a dispute between a Netherlands holding company and an Italian businessman. The businessman made a loan to the holding company for a joint venture. The joint venture eventually went into bankruptcy an...

Feeley v. NHAOCG, LLC  
Date: November 28, 2012
Docket Number: CA 7304-VCL

Justia Opinion Summary: This case began as a control dispute in which the managing member of Oculus Capital Group, LLC sought to block the non-managing member from attempting to take over the managerial role. After a stipulated order and assort...

Allan Wagamon v. David B. Dolan
Date: November 27, 2012
Docket Numbers: CA 5594-VCG, CA 5594-VCG ()
Ella Moffett v. Elizabeth M. Sutor-Banks and Dean A. Banks, D.D.
Date: November 21, 2012
Docket Number: CA 6879-MA
IMO Estate of Catherine J. Eaton, deceased
Date: November 21, 2012
Docket Number: CA 7817-ML
Grunstein v. Silva
Date: November 20, 2012
Docket Number: CA 3932-VCN
Brookstone Partners Acquisition XVI, LLC v. Tanus
Date: November 20, 2012
Docket Number: CA 7533-VCN
Norberg v. Security Storage Company of Washington
Date: November 19, 2012
Docket Number: CA 12885-VCN
Gerald J. Zionkowski vs. Sherry Tina Dilks
Date: November 19, 2012
Docket Number: CA 6859-MA
Bessenyei v. Vermillion, Inc.
Date: November 16, 2012
Docket Number: CA 7572-VCN
Kathleen Brown v. Benjamin Wiltbank, II, et al.
Date: November 14, 2012
Docket Number: CA 2170-MA
IMO Estate of Barry Bernstein Ocie Bernstein vs. Carol B. Lovett
Date: November 14, 2012
Docket Number: CA 3728-MA
T. R. Investors, LLC, et al. v. Genger
Date: November 9, 2012
Docket Number: CA 3994-CS
In re Riley  
Date: November 7, 2012
Docket Number: CA 5436-ML

Justia Opinion Summary: This action came before the Court of Chancery on a petition for a decree of distribution in an estate matter. Petitioner and his sister, Respondent, were the intestate heirs of their mother's estate. Ordinarily the estat...

George Rich, Jr. v. Fuqi International, Inc.
Date: November 5, 2012
Docket Number: CA 5653-VCG
Soterion Corporation v. Soteria Mezzanine Corporation
Date: October 31, 2012
Docket Number: CA 6158-VCN
Israel Discount Bank of New York v. First State Depository Company, LLC
Date: October 31, 2012
Docket Number: CA 7237-VCP
Aequitas Solutions, Inc. v. Larry Anderson, et al.
Date: October 25, 2012
Docket Number: CA 7249-ML
IMO The Estate of Robert N. Gardner
Date: October 24, 2012
Docket Number: CA 5506-MA
Am. Fed'n of State, County, & Mun. Employees v. State  
Date: October 17, 2012
Docket Number: CA 6159-VCP

Justia Opinion Summary: The State and its agencies were parties to collective bargaining agreements that provided for overtime compensation after 37.5 hours of work per week and, in some cases, a career ladder which promoted employees based on...

NuVasive, Inc. v. Lanx, Inc.
Date: October 12, 2012
Docket Number: CA 7266-VCG
Feeley, et al. v. NHAOCG, LLC, et al.
Date: October 12, 2012
Docket Number: CA 7304-VCL
Lauren Glassman v. Crossfit, Inc., et al.
Date: October 12, 2012
Docket Number: CA 7717-VCG
Rock Solid Gelt Ltd. v. SmartPill Corp.  
Date: October 10, 2012
Docket Number: CA 7100-VCN

Justia Opinion Summary: Shareholder sent Corporation a formal written demand requesting access to twenty-two categories of Corporation's books and records. Corporation rejected the demand. Shareholder subsequently brought a books and records ac...

Hite Hedge LP, et al. v. El Paso Corporation, et al.
Date: October 9, 2012
Docket Number: CA 7117-VCG
Hockessin Cmty. Ctr., Inc. v. Swift  
Date: October 5, 2012
Docket Number: CA 7789-VCL

Justia Opinion Summary: After a dispute resulting in a call for the resignation of several members of the Hockessin Community Center's board of directors, the Center filed a complaint seeking a determination of the lawful board of the Center. T...

Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC
Date: October 1, 2012
Docket Number: CA 5140-CS
CC Fin. LLC v. Wireless Props., LLC  
Date: October 1, 2012
Docket Number: CA 5927-VCN

Justia Opinion Summary: Plaintiff loaned funds to Defendant. As part of their credit arrangement, Plaintiff acquired the right to purchase fifteen telecommunications towers from Defendant, either within a specific period or otherwise in the eve...

Jose Dias v. Frederick E. Purches, et al.
Date: October 1, 2012
Docket Number: CA 7199-VCG
Marra v. Brandywine Sch. Dist.  
Date: September 28, 2012
Docket Number: CA 5574-VCN

Justia Opinion Summary: This action arose from a bidding dispute between Bidder and Owner over a contract to install rubber flooring for a renovation project. Bidder filed a complaint against Owner, alleging that the biding specifications were...

Czarninski Baier de Adler v. Upper New York Investment Company, LLC
Date: September 28, 2012
Docket Number: CA 6896-VCN
Shocking Technologies, Inc. v. Michael
Date: September 28, 2012
Docket Number: CA 7164-VCN
Legend Natural Gas II Holdings, LP v. Hargis
Date: September 28, 2012
Docket Number: CA 7213-VCP
Aequitas Solutions, Inc. v. Anderson  
Date: September 28, 2012
Docket Number: CA 7249-ML

Justia Opinion Summary: Plaintiff's complaint sought a judicial declaration that the individuals Plaintiff elected to the board of a corporation were invalidly elected and constituted the entirety of the corporation's board of directors. After...

Greenmont Capital Partners v. Mary's Gone Crackers
Date: September 28, 2012
Docket Number: CA 7265-VCP
First Capital Surety & Trust Co. v. Reese Barnes Elliott, III, et al.
Date: September 27, 2012
Docket Number: CA 4194-VCG
Israel Discount Bank of New York v. First State Depository Company, LLC
Date: September 27, 2012
Docket Number: CA 7237-VCP
Bettis v. Premier Pool & Property Management, LLC
Date: September 26, 2012
Docket Number: CA 6858-VCN
South v. Baker  
Date: September 25, 2012
Docket Number: CA 7294-VCL

Justia Opinion Summary: Two lawsuits alleging violations of the federal securities laws were filed against Hecla Mining Company in federal court. In this action, Plaintiffs, alleged holders of a number of Hecla shares, sued derivatively to reco...

Lewes Investment Company, LLC v. The Estate of Frances B. Graves et. al.
Date: September 24, 2012
Docket Number: CA 2893-MA
William Seibold v. Camulos Partners LP, et al.
Date: September 17, 2012
Docket Number: CA 5176-CS
Brown v. Wiltbank  
Date: September 13, 2012
Docket Number: CA 2170-MA

Justia Opinion Summary: Plaintiff filed a complaint seeking the partition by sale of property owned by her deceased father and distribution of the proceeds to the three cotenants, herself, her sister Claudia, and her brother Benjamin. Claudia f...

In re: Encore Energy Partners LP Unitholder Litigation
Date: August 31, 2012
Docket Number: CA 6347-VCP
Se. Pa. Transp. Auth. v. Volgenau  
Date: August 31, 2012
Docket Number: CA 6354-VCN

Justia Opinion Summary: Plaintiff Southeastern Pennsylvania Transportation Authority (SEPTA), a former stockholder of Defendant SRA International, Inc. (SRA), challenged the merger of SRA and affiliates of Defendant Providence Equity Partners L...

Tang Capital Partners, LP v. Norton
Date: August 31, 2012
Docket Number: CA 7476-VCG
IQ Holdings, Inc. v. Am. Commercial Lines Inc.  
Date: August 30, 2012
Docket Number: CA 6369-VCL

Justia Opinion Summary: IQ Holdings, Inc. (IQ Holdings) filed a petition seeking appraisal of its shares in American Commercial Lines Inc. (American). Both of the parties engaged financial experts. IQ Holdings retained David Fuller, and America...

Hospitalists of Delaware, LLC v. Kathleen Lutz, et al.
Date: August 28, 2012
Docket Number: CA 6221-VCP
In Re: The Estate of Ralph A. Gallegan
Date: August 28, 2012
Docket Number: CA 6610-MA
Heartland Del. Inc. v. Rehoboth Mall Ltd. P'ship  
Date: August 27, 2012
Docket Number: CA 7377-VCG

Justia Opinion Summary: Plaintiff entered into a lease with Defendant containing optional renewal terms. The parties disputed whether the option was properly exercised. Defendant then informed Plaintiff that if it failed to vacate the leasehold...

Grunstein v. Silva
Date: August 24, 2012
Docket Number: CA 3932-VCN
Brookstone Partners Acquisition XVI, LLC v. Tanus
Date: August 22, 2012
Docket Number: CA 7533-VCN
In re Synthes, Inc. S'holder Litig.  
Date: August 17, 2012
Docket Number: CA 6452-CS

Justia Opinion Summary: On this motion to dismiss, plaintiff stockholders argued that they stated a claim for breach of fiduciary duty because a controlling stockholder refused to consider an acquisition offer that would have cashed out all the...

Huff Fund Inv. P'ship v. CKx Inc.  
Date: August 17, 2012
Docket Number: CA 6844-VCG

Justia Opinion Summary: Petitioners sought appraisal of their shares in CKx, under Section 262 of the Delaware General Corporation Law. CKx was acquired by an affiliate of Apollo through a 2011 merger. Fox Broadcasting is not a party to the li...

Heartland DE Inc. v. Rehoboth Mall Ltd P'ship  
Date: August 17, 2012
Docket Number: CA 7377-VCG

Justia Opinion Summary: WenDover, is a Delaware corporation that operates a Wendy franchise in Rehoboth Beach. Defendant RMLP owns the Rehoboth Mall Shopping Center, where the restaurant is located. Heartland leased land from the RMLP and then...

Gentili v. L.O.M. Med. Int'l, Inc.  
Date: August 17, 2012
Docket Number: CA 7600-VCG

Justia Opinion Summary: At an L.O.M. stockholders’ meeting, stockholders raised concerns about sufficiency of notice, accuracy of proxy materials, and lack of current financial information. In response to a stockholder’s request, the President...

New Jersey Carpenters Pension Fund v. infoGROUP, Inc. et al.
Date: August 16, 2012
Docket Number: CA 5334-VCN
IMO The Real Estate of Patricia Miles Proffitt v. Candy Miles
Date: August 16, 2012
Docket Number: CA 5592-MA
ABC Woodlands, LLC v. James Richard Schreppler
Date: August 15, 2012
Docket Number: CA 3576-VCP
Gould v. Gould
Date: August 14, 2012
Docket Number: CA 3332-VCP
Viacom International, Inc. v. Walter A. Winshall
Date: August 9, 2012
Docket Number: CA 7149-CS
Central Mortgage Co. v. Morgan Stanley Mortgage Capital Holdings LLC  
Date: August 7, 2012
Docket Number: CA 5140-CS

Justia Opinion Summary: Central Mortgage and Morgan Stanley entered into a contract concerning the purchase of servicing rights for loans that Morgan Stanley planned to sell to Fannie Mae and Freddie Mac (the agencies) and private investors. Su...

MICH II Holdings LLC v. Schron  
Date: August 7, 2012
Docket Number: CA 6840-VCP

Justia Opinion Summary: This action involved a dispute between certain members of two Delaware real estate holding companies, Defendant Companies and the Companies' manager, Rubin Schron. Plaintiffs, MICH and SEEVA Entites, originally brought a...

Dweck, et al. v. Nasser, et al.
Date: August 2, 2012
Docket Number: CA 1353-VCL
Paron Capital Management v. Crombie
Date: August 2, 2012
Docket Number: CA 6380-VCP
Petroplast Petrofisa Plasticos S.A. v. Ameron Int'l Corp.  
Date: July 31, 2012
Docket Number: CA 4304-VCP

Justia Opinion Summary: This action arose from a technology-sharing relationship between companies engaged in the manufacture of industrial "sand-core" pipe for water and sewer applications. In 2002, the parties entered into an agreement whereb...

Murray v. Town of Dewey Beach, et al.
Date: July 31, 2012
Docket Number: CA 6785-VCN
Keyser v. Curtis, et al.
Date: July 31, 2012
Docket Number: CA 7109-VCN
Tang Capital Partners LP, v. Norton  
Date: July 27, 2012
Docket Number: CA 7476-VCG (OL)

Justia Opinion Summary: Plaintiffs are holders of Savient’s 4.75% convertible senior notes due in 2018, which are unsecured and subject to the terms of an indenture. Collectively, Plaintiffs own a face value of $48,709,000, approximately 40% of...

Sandie, LLC v. The Plantations Owners Ass'n, Inc.,.  
Date: July 25, 2012
Docket Number: CA 6048-VCG

Justia Opinion Summary: When the original developer of Plantations created the subdivision in 1986, it retained a 4.3-acre Recreation Area, including a pool, tennis courts, and a gym. Plantations residents and the general public use the facilit...

Whittington v. Dragon Group, LLC
Date: July 20, 2012
Docket Number: CA 2291-VCP
Cecil W. Scott v. Roland E. Scott
Date: July 20, 2012
Docket Number: CA 6604-MA
In re Answers Corporation Shareholder Litigation
Date: July 19, 2012
Docket Number: CA 6170-VCN
Envo, Inc. v. Walters  
Date: July 18, 2012
Docket Number: CA 4156-VCP

Justia Opinion Summary: Defendants presented themselves as president and vice president of ESG, Inc. in order to purchase assets from the predecessor of Plaintiff, Envo, Inc. Unfortunately, after the assets had been transferred, Defendants lear...

In Re: Appraisal Of The Orchard Enterprises, Inc.
Date: July 18, 2012
Docket Number: CA 5713
Kinexus Representative LLC v. Advent Software, Inc.
Date: July 13, 2012
Docket Number: CA 1161-VCN
Visbal Salgado v. Mobile Services International, LLC, et al.
Date: July 11, 2012
Docket Number: CA 5268-VCN
Nuvasive, Inc. v. Lanx, Inc.  
Date: July 11, 2012
Docket Number: CA 7266-VCG

Justia Opinion Summary: NuVasive alleges that Lanx improperly persuaded NuVasive employees and a NuVasive consultant to leave NuVasive and work for Lanx instead, in breach of agreements that the employees had with NuVasive, to misappropriate Nu...

ASB Allegiance Real Estate Fund, et al. v. Scion Brecken
Date: July 9, 2012
Docket Number: CA 5843-VCL
Coughlin v. South Canaan Cellular Investments, LLC
Date: July 6, 2012
Docket Number: CA 7202-VCL
Reybold Venture Grp. XI-A, LLC. v. Smith  
Date: July 3, 2012
Docket Number: CA 4524-VCL

Justia Opinion Summary: After agreeing to purchase a new townhouse, the Smiths leased it back to the builder, Ryan Homes, to use for six months as a model home. Ryan Homes converted the garage into a sales office. When the Smiths took possessio...

Grunstein v. Silva  
Date: July 2, 2012
Docket Number: CA 3932-VCN

Justia Opinion Summary: CFG produced to defendants 5,000 pages of pleadings and court filings from an action pending in Maryland and later produced 238,000 pages worth of its own documents that it had already produced in the Maryland action. CF...

Point Mgmt., LLC v. MacLaren, LLC  
Date: June 29, 2012
Docket Number: CA 4835-VCG

Justia Opinion Summary: A 2007 conveyance of commercial property in Milton was characterized by mistakes, starting with an error-filled purchase offer, so that the deed ultimately conveyed a residential parcel that was not owned by the seller a...

Matthew v. Laudamiel, et al.
Date: June 29, 2012
Docket Number: CA 5957-VCN
Frank David Seinfeld v. Donald W. Slager, et al.  
Date: June 29, 2012
Docket Number: CA 6462-VCG

Justia Opinion Summary: A stockholder of Republic, a Delaware corporation that engages in waste hauling and waste disposal, filed a derivative suit based on Republic’s compensation decisions: that a payment to O’Connor was made without consider...

Mich II Holdings LLC, et al. v. Schron, et al.
Date: June 29, 2012
Docket Number: CA 6840-VCP
GRT, Inc. v. Marathon GTF Tech., Ltd.  
Date: June 21, 2012
Docket Number: CA 5571-CS

Justia Opinion Summary: GRT and Marathon are engaged in attempting to convert methane gas into fuel. They entered into interrelated agreements, including a Securities Purchase Agreement (Marathon purchased $25 million of GRT’s stock), mutual li...

Zucker v. Andreessen  
Date: June 21, 2012
Docket Number: CA 6014-VCP

Justia Opinion Summary: In a derivative action on behalf of Hewlett-Packard Company, plaintiff accused certain HP directors of committing waste and breaching the duty of care in connection with the August 2010 termination of then-CEO, Hurd. Pla...

in Re: Ren Xiong Estate  
Date: June 21, 2012
Docket Number: CA 6444-MA

Justia Opinion Summary: Husband died intestate in 2008. A woman, claiming to be his wife, was appointed as administrator of the estate. Petitioner, who resides in the Peoples’ Republic of China, alleged that she was the surviving spouse and sou...

McElroy v. Schornstein
Date: June 20, 2012
Docket Number: CA 7233-CS
RPRS Gaming, L.P. v. HP Gaming Partners L.P. and High Penn Gaming, L.P.
Date: June 13, 2012
Docket Number: CA 6359-VCP
La. Mun. Police Employees Ret. Sys. v. Pyott  
Date: June 11, 2012
Docket Number: CA 5795-VCL

Justia Opinion Summary: Allergan, Inc. entered into a settlement with the U.S. Department of Justice pursuant to which Allergan pled guilty to criminal misdemeanor misbranding and paid a total of $600 million in civil and criminal fines. Variou...

William Pryor v. IAC/Interactivecorp
Date: June 7, 2012
Docket Number: CA 6884-CS
Posley v. Posley
Date: June 6, 2012
Docket Number: CA 6803-VCN
PharmAthene, Inc. v. SIGA Technologies, Inc.
Date: May 31, 2012
Docket Number: CA 2627-VCP
Blaustein v. Lord Baltimore Capital Corp.  
Date: May 31, 2012
Docket Number: CA 6685-VCHN

Justia Opinion Summary: Plaintiff, both individually and as the trustee of several trusts that she directed, asserted claims against defendants arising out of her decision to invest in Lord Baltimore. Defendants moved to dismiss all of the clai...

Murray v. Town of Dewey Beach  
Date: May 31, 2012
Docket Number: CA 6785-VCN

Justia Opinion Summary: Plaintiffs challenged the Town's actions in regards to a Mutual Agreement and Release (MAR) for the redevelopment of Ruddertowne, primarily upon the bases that they constituted impermissible contract zoning and that the...

RWI Acquisition LLC v. Todd  
Date: May 30, 2012
Docket Number: CA 6902-VCP

Justia Opinion Summary: This was a declaratory judgment action under 6 Del. C. 111 to determine the duties, obligations, and liabilities, if any, of a Delaware limited liability company to one of its initial members. The court concluded that a...

Travelers Casualty and Surety Co. v. Sequa Corp., et al.  
Date: May 29, 2012
Docket Number: CA 7055-VCG

Justia Opinion Summary: Travelers, an insurer, was being sued for insurance benefits in a New Jersey court. Plaintiff there was a subsidiary of a defendant here, Sequa. Travelers sought specific performance of, and a declaratory judgment arisin...

Paul v. Delaware Coastal Anesthesia, LLC, et al.
Date: May 29, 2012
Docket Number: CA 7084-VCG
Frank C. Whittington, II v. Dragon Group, LLC
Date: May 25, 2012
Docket Number: CA 2291-VCP
Reid v. Siniscalchi
Date: May 25, 2012
Docket Number: CA 2874-VCN
Hamilton Partners, L.P. v. Highland Capital Management, L.P.
Date: May 25, 2012
Docket Number: CA 6547-VCN
Coyne v. Catalyst Health Solutions, Inc.
Date: May 25, 2012
Docket Number: CA 7448-VCN
Witmer v. Catalyst Health Solutions, Inc.
Date: May 25, 2012
Docket Number: CA 7449-VCN
Lindell v. Blair, et al.
Date: May 25, 2012
Docket Number: CA 7474-VCN
Haverhill Retirement System v. Catalyst Health Solutions, Inc.
Date: May 25, 2012
Docket Number: CA 7506-VCN
Fletcher Int'l, Ltd. v. ION Geophysical Corp., et al.  
Date: May 23, 2012
Docket Number: CA 5109-CS

Justia Opinion Summary: In these cross-motions for partial summary judgment, at issue was whether ION violated the rights of its preferred stockholder, Fletcher, by causing a wholly-owned ION subsidiary to issue certain promissory notes without...

State of Delaware v. MERSCORP, Inc.
Date: May 23, 2012
Docket Number: CA 6987-CS
Plaintiff v. Defendant  
Date: May 22, 2012
Docket Number: CA 6380-VCP

Justia Opinion Summary: This action involved claims of fraud and breach of fiduciary against an individual defendant, a former investment professional accused of having committed a massive fraud related to a quantitatively-based trading program...

ASB Allegiance Real Estate Fund, et al. v. Scion Breckenridge Managing Member, LLC, et al.  
Date: May 16, 2012
Docket Number: CA 5843-VCL

Justia Opinion Summary: Entities affiliated with ASB sued to reform the capital-event waterfall provisions in a series of agreements governing real estate joint ventures managed by affiliates of The Scion Group. The erroneously drafter provisio...

IMO the Liquidation of Security Pacific Insurance Company, Inc.
Date: May 10, 2012
Docket Number: CA 6317-VCP
Forsythe, et al. v. ESC Fund Management Co. (U.S.), Inc., et al.  
Date: May 9, 2012
Docket Number: CA 1091-VCL

Justia Opinion Summary: In this derivative action, the parties sought judicial approval of a settlement. Defendants agreed to pay the Fund, on whose behalf the derivative claims were brought, and agreed not to pursue claims for indemnification...

Protas v. Cavanagh, et al.  
Date: May 4, 2012
Docket Number: CA 6555-VCG

Justia Opinion Summary: This matter involved allegations of breach of duty made by a common stockholder of a Delaware statutory trust against the trustee of that trust, as well as claims by the stockholder against those entities she alleged aid...

Martin Marietta Materials, Inc. v. Vulcan Materials Co.  
Date: May 4, 2012
Docket Number: CA 7102-CS

Justia Opinion Summary: This case arose when Martin Marietta sought to purchase all of Vulcan's outstanding shares (Exchange Offer). At issue was the meaning of confidentiality agreements entered into by both parties. The court found in favor o...

Dawson v. Pittco Capital Partners, L.P.  
Date: April 30, 2012
Docket Number: CA 3148-VCN

Justia Opinion Summary: This dispute arose from the merger between plaintiff's start-up company, LaneScan, and VSAC. Plaintiffs complained that the Merger improperly deprived them of their Notes and that a return of capital provision was inappr...

Gearreald v. Just Care, Inc.  
Date: April 30, 2012
Docket Number: CA 5233-VCP

Justia Opinion Summary: This was an appraisal proceeding brought pursuant to 8 Del. C. 262. Petitioners, former shareholders and managers of a prison healthcare detention company, sought appraisal of their shares following an all cash acquisiti...

Microsoft Corp. v. Vadem, Ltd., et al.  
Date: April 27, 2012
Docket Number: CA 6940-VCP

Justia Opinion Summary: Microsoft asserted a total of eight claims, derivatively or directly, against defendants for breach of fiduciary duty, usurpation of corporate opportunity, rescission, conspiracy, and aiding and abetting. Defendants, var...

Tanyous v. Banoub
Date: April 26, 2012
Docket Numbers: CA 3402-VCN, CA 6769-VCN, CA 8076-VCN
JPMorgan Chase & Co. v. American Century Co.  
Date: April 26, 2012
Docket Number: CA 6875-VCN

Justia Opinion Summary: Plaintiffs brought their Verified Complaint asserting claims for breach of contract and breach of the implied covenant of good faith and fair dealing against defendant. J.P.Morgan also asserted a claim for attorneys' fee...

Wagamon v. Dolan
Date: April 20, 2012
Docket Numbers: CA 5594-VCG, CA 5594-VCG ()
Icahn Partners LP v. Amylin Pharmaceuticals, Inc.
Date: April 20, 2012
Docket Number: CA 7404-VCN
IMO the Estate of James Vincent Tigani, Jr., deceased, et al.
Date: April 16, 2012
Docket Number: CA 7339-ML
In re Answers Corp. Shareholders Litigation  
Date: April 11, 2012
Docket Number: CA 6170-VCN

Justia Opinion Summary: This action arose out of the merger of Answers with A-Team, a wholly-owned subsidiary of AFCV, which in turn, was a portfolio company of the private equity firm Summit (collectively, with A-Team and AFCV, the Buyout Grou...

Shocking Technologies, Inc. v. Michael
Date: April 10, 2012
Docket Number: CA 7164-VCN
IMO the Estate of Lula I. Smith
Date: April 9, 2012
Docket Number: CA 6628-VCN
In re K-Sea Transportation Partners L.P. Unitholders Litigation  
Date: April 4, 2012
Docket Number: CA 6301-VCP

Justia Opinion Summary: This was a class action brought on behalf of the common unit holders of a publicly-traded Delaware limited partnership. In March 2011, the partnership agreed to be acquired by an unaffiliated third party at a premium to...

Freedman v. Adams, et al.  
Date: March 30, 2012
Docket Number: CA 4199-VCN

Justia Opinion Summary: Plaintiff, a former shareholder of XTO, moved for an award of attorneys' fees and expenses following the stipulated dismissal of her derivative action, which was largely mooted by measures taken by XTO's Board shortly af...

Frank v. Elgamel, et al.  
Date: March 30, 2012
Docket Number: CA 6120-VCN

Justia Opinion Summary: This action arose out of the merger of American Surgical with merger Sub, a wholly-owned subsidiary of Holdings, which, in turn, was an affiliate of Great Point. Plaintiff brought this purported class action to challenge...

ODN Holding Corp. v. Hsu  
Date: March 30, 2012
Docket Number: CA 6790-VCN

Justia Opinion Summary: This action arose out of plaintiff Lawrence Ng's sale (the Sale) of a majority of the common stock of plaintiff ODN to plaintiff Oak Hill. Defendant Lawrence Hsu initially filed an action challenging the Sale (the First...

Silvana Costa Manning, et al. v. Vince Vellardita, et al.
Date: March 28, 2012
Docket Number: CA 6812-VCG
Zimmerman v. Crothall and Adhezion Biomedical LLC  
Date: March 27, 2012
Docket Number: CA 6001-VCP

Justia Opinion Summary: This case involved a challenge to certain issuances of preferred units and convertible debt by a start-up medical products company. The founder, former CEO, and current common member of the company challenged the issuanc...

In re Celera Corp. Shareholder Litigation  
Date: March 23, 2012
Docket Number: CA 6304-VCP

Justia Opinion Summary: This putative class action was before the court on an application for the approval of settlement of the class's claims for, among other things, breaches of fiduciary duty in connection with a merger of two publicly trade...

Visbal Salgado v. Mobile Services International, LLC, et al.
Date: March 22, 2012
Docket Number: CA 5268-VCN
Matthew v. Laudamiel, et al.
Date: March 20, 2012
Docket Number: CA 5957-VCN
Feeley, et al. v. NHAOCG, LLC, et al.  
Date: March 20, 2012
Docket Number: CA 7304-VCL

Justia Opinion Summary: This action principally challenged the purported removal of Ak-Feel, a Delaware limited liability company, as the sole managing member of Oculus, also a Delaware limited liability company. Section 18-109(a) of the Delawa...

Israel Discount Bank of New York v. First State Depository Company LLC
Date: March 19, 2012
Docket Number: CA 7237-VCP
Buerger, et al. v. Apfel, et al.  
Date: March 15, 2012
Docket Number: CA 6539-VCL

Justia Opinion Summary: This derivative action challenged a series of related-party transactions. Defendants moved for judgment on the pleadings, contending that laches barred the bulk of the claims. Defendants were partly right, laches barred...

In re Estate of Everett T. Conaway
Date: March 13, 2012
Docket Number: CA 6056-VCG
Paul Wolfe v. Christopher Holman
Date: March 13, 2012
Docket Number: CA 6431-VCG
Statler v. City of Dover
Date: March 13, 2012
Docket Number: CA 7248-VCN
Badii v. Metropolitan Hospice, Inc.  
Date: March 12, 2012
Docket Number: CA 6192-VCP

Justia Opinion Summary: This was an action under 8 Del. C. 291 for the appointment of a receiver for an insolvent, closely held corporation, MHI. MHI intended to transfer all of its assets and liabilities to a newly formed corporation, NewCo, i...

In re Delphi Financial Group Shareholder Litigation  
Date: March 7, 2012
Docket Number: CA 7144-VCG

Justia Opinion Summary: This matter involved a stockholders' suit over the proposed takeover of Delphi by TMH. Based upon the record, the court found that plaintiffs have demonstrated a likelihood of success on the merits at least with respect...

Danenberg v. Fitracks, Inc.  
Date: March 5, 2012
Docket Number: CA 6454-VCL

Justia Opinion Summary: The parties disputed the amount that defendant, Fitracks, must advance to Noam Danenberg in connection with his defense of claims asserted against him by Aetrix, Fitracks' parent, in litigation pending before the distric...

Dias v. Purches, et al.  
Date: March 5, 2012
Docket Number: CA 7199-VCG

Justia Opinion Summary: This matter was before the court on defendant's Motion to Stay. After Perfumania announced an agreement to acquire defendant, Shirley Anderson, purportedly a stockholder of defendant, filed an action challenging the acqu...

Smith v. Demeter Energy Corporation
Date: March 2, 2012
Docket Number: CA 6937-VCN
Lola Cars International Limited v. Krohn Racing, LLC
Date: February 29, 2012
Docket Number: CA 6520-VCN
In Re El Paso Corporation Shareholder Litigation  
Date: February 29, 2012
Docket Number: CA 6949-CS

Justia Opinion Summary: Stockholder plaintiffs sought a preliminary injunction to enjoin a merger between El Paso and Kinder Morgan. The CEO of El Paso undertook sole responsibility for negotiating the sale of El Paso to Kinder Morgan in the me...

In re Micromet, Inc. Shareholders Litigation  
Date: February 29, 2012
Docket Number: CA 7197-VCP

Justia Opinion Summary: This action was before the court on a motion to preliminarily enjoin an all-cash negotiated tender offer for all of the shares of a biopharmaceutical company. Plaintiffs, shareholders of the target company, claimed that...

In re BankAtlantic Bancorp, Inc. Litigation  
Date: February 27, 2012
Docket Number: CA 7068-VCL

Justia Opinion Summary: This case involved Bancorp's agreement to sell BankAtlantic to BB&T. Plaintiffs, institutional trustees, sued to enforce debt covenants that prohibited Bancorp from selling "all or substantially all" of its assets unless...

Matthew v. Laudamiel, et al.  
Date: February 21, 2012
Docket Number: CA 5957-VCN

Justia Opinion Summary: Plaintiff brought his Second Amended Complaint asserting various claims against former business associates, including his former fellow members and Board of Managers members of Aeosphere and two companies with which Aeos...

Halpern Medical Services, LLC v. Geary
Date: February 17, 2012
Docket Number: CA 6679-VCN
In re Estate of Everett T. Conaway
Date: February 15, 2012
Docket Number: CA 6056-VCG
Jagodzinski v. Silicon Valley Innovation Co., LLC
Date: February 14, 2012
Docket Number: CA 6203-VCP
Meyers v. Smith, et al.
Date: February 8, 2012
Docket Number: CA 4739-VCL
Hermelin v. K-V Pharmaceutical Co.  
Date: February 7, 2012
Docket Number: CA 6936-VCG

Justia Opinion Summary: Plaintiff, a former corporate officer, sued defendant, his former employer, for advancement and indemnification in connection with several proceedings that arose out of regulatory and criminal investigations at the defen...

In re Delphi Financial Group Shareholder Litigation
Date: February 7, 2012
Docket Number: CA 7144-VCG OL
Amalgamated Bank v. NetApp, Inc.  
Date: February 6, 2012
Docket Number: CA 6772-VCG

Justia Opinion Summary: This matter involved a request for books and records under Section 220 of the Delaware General Corporation Law. Plaintiff owned stocked in the defendant corporation and was also a plaintiff in a California state plenary...

N.K.S. Distributors, Inc. v. Christopher J. Tigani, et al.
Date: February 3, 2012
Docket Number: CA 4640-VCP
Staples, Inc. v. Cook, et al.  
Date: February 2, 2012
Docket Number: CA 5447-CS

Justia Opinion Summary: Plaintiff sued the State to challenge a demand for payment made by the State under Delaware's escheat law, 12 Del. C. 1101, et seq. The State countersued, seeking a declaration that the sums demanded from plaintiff were...

Vincent Poppiti v. Thomas Conaty IV and James P. Curran, Jr.
Date: February 2, 2012
Docket Number: CA 6920-VCG
Farmers for Fairness v. Kent County Levy Court  
Date: January 27, 2012
Docket Number: CA 4215-VCG

Justia Opinion Summary: This matter involved the adoption of a land use comprehensive plan by the Kent County Levy Court. Petitioners, landowners, argued that the ordinance adopting the plan worked a zoning change on their properties because, p...

Auriga Capital Corp., et al. v. Gatz Properties, LLC, et al.  
Date: January 27, 2012
Docket Number: CA 4390-CS

Justia Opinion Summary: A group of minority investors sued the manager of an LLC for damages, arguing that the manager breached his contractual and fiduciary duties. The court concluded that the manager's course of conduct beached both his cont...

Brenner v. Albrecht, et al.  
Date: January 27, 2012
Docket Number: CA 6514-VCP

Justia Opinion Summary: In a shareholder derivative action brought in the name of Sunpower, plaintiff claimed that the directors and certain officers of SunPower breached their fiduciary duties by failing to implement or to monitor an effective...

Plaintiff v. Defendant  
Date: January 24, 2012
Docket Number: CA 6380-VCP

Justia Opinion Summary: This action involved claims by plaintiffs (Paron and, together with McConnon and Lyons) against defendant. McConnon, Lyons, and defendant co-founded Paron to manage client accounts using a software-based futures trading...

Dweck, et al. v. Nasser, et al.  
Date: January 18, 2012
Docket Number: CA 1353-VCL

Justia Opinion Summary: This case involved the dispute between Gila Dweck, the CEO, director, and 30% stockholder in Kids International Corporation (Kids) and Albert Nasser, the Chairman and controlling stockholder of Kids. Dweck and Nasser acc...

Smith v. Donald L. Mattia, Inc.  
Date: January 13, 2012
Docket Number: CA 4498-VCN

Justia Opinion Summary: Plaintiffs, David and Barbara Smith, asserted various claims arising out of the construction of their home against Defendants, Donald L. Mattia, Inc. (DLM), Donald Mattia, and Barbara Joseph (Barbara). The Chancery Court...

Shiftan v. Morgan Joseph Holdings, Inc.  
Date: January 13, 2012
Docket Number: CA 6424-CS

Justia Opinion Summary: When Morgan Joseph Holdings, an investment bank in which Petitioners held preferred stock, merged with another investment bank, Petitioners demanded appraisal instead of exchanging their shares. At issue was (1) the corr...

Trilogy Portfolio Co., LLC, et al. v. Brookfield Real Estate Financial Partners, et al.  
Date: January 13, 2012
Docket Number: CA 7161-VCP

Justia Opinion Summary: This action was before the court on a motion for a temporary restraining order (TRO) to enjoin the consummation of a proposed restructuring of a mortgage loan secured by certain resorts properties in Mexico and the Baham...

In Re: Appraisal Of The Aristotle Corp.  
Date: January 10, 2012
Docket Number: CA 5137-CS

Justia Opinion Summary: Petitioners argued that defendants - who were the then-parent company and directors of Aristotle Corporation - breached their fiduciary duties by not disclosing all material facts in connection with a short-form merger u...

Steinhardt, et al. v. Howard-Anderson, et al.  
Date: January 6, 2012
Docket Number: CA 5878-VCL

Justia Opinion Summary: Plaintiffs filed this lawsuit on behalf of a class of stockholders of Occam. Defendants moved for sanctions against all plaintiffs other than Derek Sheeler for trading on the basis of confidential information obtained in...

Gerber v. Enterprise Products Holdings, LLC, et al.  
Date: January 6, 2012
Docket Number: CA 5989-VCN

Justia Opinion Summary: Plaintiff challenged two transactions in this purported class action brought on behalf of the former public holders of LP units of EPE. On behalf of the first of the two purported classes, plaintiff challenged EPE's sale...

Paul v. China MediaExpress Holdings, Inc.  
Date: January 5, 2012
Docket Number: CA 6570-VCP

Justia Opinion Summary: This was an action to inspect the books and records of a corporation under 8 Del. C. 220. A shareholder brought this action after a series of reports and events, including the resignation of the company's independent aud...

Great-West Investors LP v. Thomas H. Lee Partners, L.P., et al.  
Date: January 4, 2012
Docket Number: CA 5508-VCN

Justia Opinion Summary: Great-West asserted claims against defendants in an eight count complaint and the court granted defendant's motion to dismiss in part. At issue are the remaining counts of the complaint which revolve around Section 12.2(...

Danenberg v. Fitracks, Inc.  
Date: January 3, 2012
Docket Number: CA 6454-VCL

Justia Opinion Summary: Petitioner, former CEO of Fitracks, sought advancements from Fitracks for attorneys' fees and expenses incurred defending claims in litigation in the underlying action. Aetrex sued petitioner in the underlying action and...

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