Monthly Archives: December 2016

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Chancery Grants Stay and Refers Indemnification Claims to Arbitrator to Determine Arbitrator’s Jurisdiction

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In Meyers v. Quiz-Dia LLC, C.A. No. 9878-VCL (Dec. 2, 2016), the Chancery Court stayed indemnification claims to determine whether they were arbitrable. Background: This matter involves the perenial issue of arbitrability.  Plaintiffs sued three Quiznos sandwich shop entities for indemnification and advancement pursuant to … Continue Reading

Chancery Dismisses Action for Lack of Personal Jurisdiction over LLC and LLC Owners

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In IMO Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Dec. 9, 2016), the Chancery Court rejected personal jurisdiction under Delaware’s Limited Liability Company Act and the conspiracy theory of jurisdiction.  The Court provides helpful guidance on when someone can be considered an LLC manager for purposes of … Continue Reading

Court Rejects Derivative Claims Failing Pleading Standards of Rule 23.1

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. This Court of Chancery decision provides useful guidance on the prerequisites for filing derivative claims and satisfying Rule 23.1. Kops v. Hassell, et al., C.A. No. 11982-VCG (Del. Ch. Nov. 30, 2016). Background: Kops brought a derivative suit on behalf … Continue Reading

Chancery Orders Arbitration Pursuant to Email Agreement

Gomes v. Karnell, C.A. No. 11814-VCMR (Nov. 30, 2016) Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. A recent Chancery Court opinion enforced an agreement to arbitrate based on an email exchange. Background: This matter involves a dispute between three members of an LLC over the validity of an arbitration agreement.  The parties … Continue Reading

Chancery Bars Fraud Claim Based on Anti-Reliance Clauses

Key Legal Issue Addressed: Whether a purported disclaimer of extra-contractual representations protected a business seller from fraud claims? Answer: Yes, based on the circumstances found in the case of  IAC Search, LLC v. Conversant LLC, C.A. No. 11774-CB (Del. Ch. Nov. 30, 2016). This Delaware Court of Chancery opinion should be in the toolbox of every commercial … Continue Reading

Claims Barred Pursuant to Settlement Agreement and Res Judicata.

Justin M. Forcier, an associate in the Delaware office of Eckert Seamans, prepared this overview. Background:  In 2005, iHeartCommunications (“iHC), as the parent company of Clear Channel Outdoor Holdings, Inc. (“CCOH”), initiated an initial public offering of CCOH’s common stock.  Prior to the IPO, however, iHC and CCOH entered into several intercompany agreements (the “Agreements”) … Continue Reading

Chancery Upholds Ambiguous Non-Compete Provision in Sales Contract

Alexandra D. Rogin, an Eckert Seamans’ associate, prepared this overview. A recent Delaware Court of Chancery post-trial opinion held that while an ambiguous non-compete agreement was enforceable, the defendants had not violated its terms.  Therefore, the Court determined that its earlier injunction was improvidently granted. Brace Indus. Contracting, Inc. v. Peterson Enters., et al., C.A. … Continue Reading
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