In JW Acquisitions, LLC v. Shulman, (Del. Ch., Oct 25. 2006), read opinion here , the Chancery Court addressed how a summary proceeding under the DGCL interfaces with related proceedings among the same or similar parties pending in other states. This 17-page opinion could be the answer to a bar exam question on esoteric aspects of civil procedure. The purpose of the suit was to have securities registered under DGCL Section 158. One issue was the effect of a "first filed" suit in New York, the dismissal of which was on appeal, and the impact this Delaware summary proceeding would have if certain facts were determined at trial in Delaware, and the New York case also proceeded.The court accepted the Defendants‘ proffered "order of judgment" which gave the plaintiffs substantially all they asked for without a trial, and without any factual determinations that might have either collateral estoppel or res judicata effect. One issue was: what collateral estoppel or res judicata effect a summary proceeding under the DGCL has on other cases?The court observed that it was a very fact specific matter and referred to the case of Technicolor International II, Inc. v. Johnston, 1997 WL 538671 at *8 (Del. Ch.).
Key reasoning: In allowing the order of judgment requested by the Defendants without the need for the court to make any factual determinations, and without the need for a trial, and without waiting to see what happened in the New York case, the Chancery Court reasoned that Delaware has a powerful interest in the orderly internal affairs and governance of its corporations which should not be defeated by continued uncertainty due to cases proceeding in a foreign forum.