Chancery Addresses Laches and Tolling of Statute of Limitations Pending Class Action Complaint
In Re Nine Systems Corporation Shareholders Litigation, Consol. C.A. No. 3940-VCN (Del. Ch. July 31, 2013).
Issues addressed: (1) inquiry notice; (2) laches; (3) tolling of the statute of limitations (and whether it is a suspension or renewal) while a class action complaint is pending–and prior to denial of class certification.
This is a useful opinion to read for the latest iteration of Delaware law on: (i) what constitutes “inquiry notice” and under what circumstances it will be imposed to commence the clock for purposes of the statute of limitations; (ii) when the prejudice required for laches could be satisfied by the passage of time (see Slip Op. at 16); (iii) the nuances of who will be included in the class of persons for whom the statute of limitations may be tolled during the pendency of a class action complaint, and whether it is suspended or renewed or extended at the point where class action certification may be denied.
Prior Chancery decisions in related proceedings are reported at the following citations, and provide additional background details: Dubroff v. Wren Hldgs., LLC, 2010 WL 3294219, at *4, 5, 9 (Del. Ch. Aug. 20, 2010); Dubroff v. Wren Hldgs., LLC, 2011 WL 5137175, at *15-16 (Del. Ch. Oct. 28, 2011). In re Nine Sys. Corp. S’holders Litig., 2013 WL 771897 (Del. Ch. Feb. 28, 2013).