: unjust enrichment : Delaware Corporate and Commercial Litigation Blog

Posted on April 7, 2010 by Francis G.X. Pileggi

Delaware Supreme Court Clarifies Implied Duty of Good Faith and Fair Dealing; Affirms Primacy of Contract Law

Nemec v. Shrader, Del. Supr., Nos. 305, 2009 and 309, 2009 (Del. Supr. Apr. 6, 2010), read opinion here. This Delaware Supreme Court opinion features an unusual and vigorous dissent, but is especially noteworthy for its statement of Delaware law on the implied duty of good faith and fair dealing... Continue Reading...

Tags: Delaware Supreme Court Updates, implied duty of good faith and fair dealing, primacy of contract, unjust enrichment

Posted on April 30, 2009 by Francis G.X. Pileggi

Chancery Dismisses Fiduciary and Unjust Enrichment Claims Based on Terms of Contract

Nemec v. Shrader, No. 3878-CC, and Wittkemper v. Shrader, No. 3934-CC (consolidated cases)(Del. Ch., April 30, 2009), read opinion here. The factual basis of this Chancery Court decision involves shareholders who had signed agreements that governed the redemption of their shares. They filed suit when their company had redeemed their... Continue Reading...

Tags: Chancery Court Updates, contract claim and fiduciary claim, contract claim and tort claim, contract v. tort, fiduciary v. contract, fiduciary v. contract claims, fiduciary v. tort, implied covenant of good faith and fair dealing, unjust enrichment

Posted on April 21, 2009 by Francis G.X. Pileggi

COURT GRANTS SUMMARY JUDGMENT ON CLAIMS ARISING OUT OF FAMILY OWNED BUSINESS DISPUTE

Stevanov v. O’Connor, No. 3820-VCP(Del. Ch., April 21, 2009), read opinion here. Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his summary of this Delaware Chancery Court decision as follows: Vice Chancellor Parsons granted in part and denied in part defendant - ex-husband’s motion for... Continue Reading...

Tags: Chancery Court Updates, breach of fiduciary duty, conversion, fraud, unjust enrichment

Posted on April 15, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Sundry Claims Against LLC Members

Kuroda v. SPJS Holdings, L.L.C., Del. Ch., No. 4030-CC (April 15, 2009), read opinion here. This case involves the following claims among members of an LLC, arising out of an LLC Agreement: (i) breach of contract; (ii) tortious interference with contract; (iii) tortious interference with prospective economic advantage; (iv) breach... Continue Reading...

Tags: Chancery Court Updates, Delaware LLC Act, K-1, LLC, LLC Act, Rule12(b)(6), Section 18-1001, Section 18-303(a), breach of contract, civil conspiracy, contract, contract interpretation, conversion, francis g.x. pileggi, implied covenant of good faith and fair dealing, tortious interference with contract, tortious interference with prospective economic advantage, unjust enrichment

Posted on March 19, 2009 by Francis G.X. Pileggi

Chancery Court Drills Down and Dismisses Breach of Fiduciary Duty Claim in Dispute about Oil and Gas Exploration Investments

Addy v. Piedmonte, et al., Del. Ch., No. 3571-VCP (March 18, 2009), read opinion here. Kevin Brady, a highly respected Wilmington lawyer, prepared the following review of this case: In this Chancery Court decision, Vice Chancellor Parsons dismissed a claim for breach of fiduciary duty in a case with a... Continue Reading...

Tags: Chancery Court Updates, accounting, constructive or resulting trust, equitable fraud, equitable lien, extrinsic evidence, fiduciary duty, fiduciary relationship, fraud, integration, parol evidence rule, promissory estoppel, specific performance, unjust enrichment

Posted on March 4, 2009 by Francis G.X. Pileggi

Chancery Court Grants Summary Judgment on Claims of Reformation of a Merger Agreement and Unjust Enrichment

In Metcap Securities LLC ,et al. v. Pearl Senior Care, Inc., et al., Del. Ch., No. 2129-VCN (Feb. 27, 2009), the Chancery Court granted summary judgment in a case involving a dispute about the payment of a $20 million fee for a financial advisor to a merger deal. Prior decisions... Continue Reading...

Tags: Chancery Court Updates, reformation, unjust enrichment

Posted on February 7, 2009 by Francis G.X. Pileggi

Chancery Court Allows Purchaser to Continue Post-Closing Dispute Based on Contract Claims

BAE Systems Information and Electronic Systems Integration Inc. v. Lockheed Martin, (Del. Ch., Feb. 3, 2009), read opinion here. We are fortunate to have the following review and analysis of this case prepared by Kevin Brady, a partner in the Business Law Group at the Wilmington, Delaware, office of Connolly... Continue Reading...

Tags: Chancery Court Updates, alternative pleading, course of dealing, good faith and fair dealing, industry practice, rule 12(b)(6), specific performance, sufficent terms to form agreement, unjust enrichment

Posted on January 11, 2009 by Francis G.X. Pileggi

Chancery Retains Jurisdiction Over Claims to Pierce Corporate Veil and Related Allegations

In Winner Acceptance Corp. v. Return of Capital Corp., (Del. Ch., Dec. 23, 2008), read 44-page opinion here, the Chancery Court decided that it had equitable jurisdiction (where it raised the issue sua sponte), over whether the allegations in this case were within its limited parameters. Importantly, there was... Continue Reading...

Tags: Chancery Court Updates, Chancery's equitable jurisdiction, Rule 3(aa), Rules 19 and 12(b)(7), fraud, indispensable parties, pierce corporate veil, unjust enrichment

Delaware Corporate and Commercial Litigation Blog : Delaware Litigation Lawyer & Attorney : Francis G. X. Pileggi : Corporate, Business, Commercial, Delaware Chancery Court

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Francis G.X. Pileggi

Delaware business litigation case summaries primarily from Delaware's Chancery Court and Supreme Court, as well as commentary