November 2013

United Health Alliance LLC v. United Medical LLC, C.A. No. 7710-VCP (Del. Ch. Nov. 27, 2013).

This Chancery opinion is noteworthy because it addresses the enforceability of an apparent oral settlement agreement reached in mediation.  Although both parties claim to have reached an oral settlement agreement during mediation, during the subsequent confirmation of the details,

Anderson v. Krafft-Murphy Company, Inc., Del. Supr., No. 85-2013 (Nov. 26, 2013).

Issue Presented: Delaware’s Supreme Court addresses issues of first impression in this opinion, including: does Delaware’s corporation dissolution scheme (8 Del. C. Sections 278 to 282) have a “general” statute of limitations for claims by third-parties against dissolved corporations? Short Answer: No.

Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, C.A. No. 7906-CS (Del. Ch. Nov. 15, 2013).

Issue Addressed:  In an issue of first impression, the Court of Chancery interpreted DGCL Section 259 to grant the ownership of pre-merger attorney-client communications to the  buyer of the corporation.  The issue

Darby Emerging Market Fund, L.P. v. Ryan,  Consol. C.A. No. 8381-VCP (Del. Ch. Nov. 27, 2013).

This Chancery decision addressed whether the Court had equitable jurisdiction over a dispute among shareholders of a foreign entity. Delaware’s court of equity relied on the well-worn “clean up doctrine”, which allows it to exercise equitable jurisdiction over an

In Re Quest Software, Inc. Shareholders Litigation, Cons., C.A. No. 7357-VCG (Del. Ch. Nov. 12, 2013).

Issue Addressed:  Whether attorneys’ fees were appropriate in connection with this suit which was commenced to enjoin a merger during a go-shop, during which a superior deal emerged, mooting the initial claim.

The Court awarded less than

Northside Community Bank v. Friedman, C.A. No. 8405-VCG (Del. Ch. Nov. 20, 2013).

Issue Addressed:  Whether the Court could impose personal jurisdiction over Illinois residents who created Delaware entities as part of an alleged scheme to fraudulently transfer assets beyond the reach of creditors.

Brief Overview:

This opinion is noteworthy for its discussion

ReCor Medical Inc. v. Warnking, C.A. No. 7837-VCN (Del. Ch. Nov. 12, 2013).

Issue Addressed:  Whether under Court of Chancery Rule 62(c) the status quo should be maintained pending an appeal.

Brief Overview:

For additional details and procedural history regarding this dispute over the ownership of a patent, review the prior Chancery decision highlighted

Lake Treasure Holdings, LLC v. Foundry Hill GP, LLC, C.A. No. 6546-VCL (Del. Ch. Nov. 21, 2013)

This Chancery decision determined that the filing of a UCC statement may serve to satisfy two elements of the 5-part test to establish personal jurisdiction in Delaware based on the well-settled “conspiracy basis of personal jurisdiction”, and in

Widener University School of Law announced that Guhan Subramanian, the Joseph Flom Professor of Law & Business at Harvard Law School, delivered the 2013 Annual Francis G. Pileggi Distinguished Lecture in Law. This is the 29th year of this Lecture Series.

The title of this year’s lecture was, “Delaware’s Choice,” and was presented