In Benihana of Tokyo, Inc. v Benihana, Inc., Vice Chancellor Parsons on February 4, 2005 applied the civil conspiracy basis of jurisdiction over a foreign corporation based on the action taken in Delaware by another corporation that allegedly acted as the agent of the foreign corporation in Delaware.


The civil conspiracy basis of obtaining personal jurisdiction over non-residents in Delaware is based on a 5-part test and is used quite effectively when there is no other basis to assert personal jurisdiction with the long-arm statute. In this case, it is alleged that BFC Financial, a Florida corporation, transacted business in Delaware through another corporation in Delaware as it agent.
The 23-page opinion explains in great detail the factually intensive analysis. I recently wrote an article that discusses the factors that one needs to satisfy to successfully assert this basis for jurisdiction [insert cite to my article here].
In addition to a 5-part test, the court must also be satisfied that due process concerns are met. The case involved allegations of a conspiracy to entrench board members and to dilute the power of a majority shareholder. The case was filed in July 2004 and an expedited trial held in November 2004. Many other issues in the case were considered separately by the Court of Chancery.