Rescission Remedy Available Even If Case Not Expedited
In Ginsburg v. Philadelphia Stock Exchange, Inc., et al. (Del. Ch., May 31, 2007), read letter decision here, the Delaware Chancery Court addressed the issue of whether rescission was available as a remedy even if the case was not on an expedited timetable. (Despite the date of the opinion, this letter decision was only posted on the court's website a few days ago). This is one in an ongoing series of letter decisions in this case that involves a complaint that the minority owners of the exchange were diluted in connection with a challenged transaction. The court recognized in this particular decision that excessive and unnecessary delay may result in the waiver of the right to seek rescission, even if the defendant shows no prejudice from the delay. The court found that despite denying a request early on in this matter for expedited proceedings, there was no such delay in the plaintiff's "cautious and careful" approach in this case. Thus, the court denied a motion for partial summary judgment that sought a judicial determination that rescission should not be available as an equitable remedy in this case after trial.
