Non-Delaware Lawyers Can Be Sued in Delaware for Giving Advice on Delaware Law
In Sample v. Morgan, 2007 WL 4207790 (Del. Ch., Nov. 27, 2007), read opinion here, the Chancery Court provides a thorough analysis of Delaware's long-arm statute, and determines that a non-Delaware lawyer and a non-Delaware law firm who provided advice on Delaware law to a Delaware corporation, and who caused various documents to be filed with the Delaware Secretary of State, are both subject to personal jurisdiction in Delaware courts. See Sections 3104 (c)(1) and 3104(c)(3) of Title 10 of the Delaware Code. This decision should be of great interest to the many lawyers all over the country who give advice on a daily basis about Delaware corporate law. (It is often noted that there are more lawyers on Park Avenue in New York City who give advice on Delaware corporate law than all the lawyers in the State of Delaware who do so).
This opinion also includes an educational treatment of the issue about when a corporate officer can conspire with the corporation he serves and under what circumstances a corporate act can also create liability for those who caused the corporation to act (e.g., the corporation's lawyer).
Here is a summary of a prior decision by the court in this case.
UPDATE: Here is an insightful commentary on the case by Prof. Larry Ribstein.
UPDATE II: Here is Professor Bainbridge's commentary on the case.
UPDATE III: Here is a post about the case on Law.com's Blog Watch.
POSTSCRIPT: Here is a link to a short article I wrote about the case in an ABA Newsletter.
