In UbiquiTel, Inc. v. Sprint Corporation, download file, claims were asserted for tortious interference with contract and civil conspiracy arising out of a merger of Sprint and Nextel. Nextel moved to dismiss the claims for failure to state a claim under Chancery Court Rule 12(b)(6). This decision denied that motion. As required in a motion to dismiss, the Court accepted as true the facts stated in the Complaint. Under Rule 12(b)(6), a motion to dismiss will be granted only if a “plaintiff will not be entitled to recover under any reasonably conceivable set of circumstances susceptible of proof”. Moreover, a plaintiff in Delaware need not “plead evidence”, but rather need only allege facts, that if true, state a claim upon which relief can be granted. There was an issue about whether Delaware law govern or Pennsylvania law govern. The Court then noted that Delaware has adopted the “most significant relationship test” from the Restatement “Second” of Conflicts of Law. That test applies seven broad policy considerations. The Court concluded that Pennsylvania had the most significant relationship to tort claims and that even though the Court described itself as “more familiar with Delaware law”, the Court also noted that it could ascertain the law of Pennsylvania with “relative ease”. Initially it was noted that in Pennsylvania, the tort complained of is referred to as “intentional interference with contract”, however, in Delaware it is referred to as “tortious interference with contract”. The Court also noted that after a more fully developed factual record, combined with the policy considerations that favor application of Delaware law, the Court might conclude after a trial that it should apply the substantive law of Delaware to the tort claims. The Court also addressed but did not find determinative, the argument that a merging party could not anticipatorily breach a contract that it would assume after the merger. The Court also discussed the elements for a civil conspiracy claim and found a reasonable inference that Sprint and Nextel, when they were negotiating the merger, intended to begin competing with UbiquiTel. In sum, for purposes of a motion to dismiss, the Court found sufficient allegations that Sprint and Nextel conspired to intentionally interfere with the contract between Sprint and UbiquiTel.
UPDATE: On Jan. 4, 2006, just a few weeks after the decision summarized above, the Chancery Court issued another opinion in this case in which it granted partial summary judgment on some claims to the extent that they were not ripe for adjudication (i.e., not an actual controversy). See 2006 WL 44424 (Del. Ch.) download File