In Xpress Management , Inc. v. Hot Wings International, Inc., (Del. Ch., May 30, 2007), read opinion here, the Chancery Court addressed a claim for dissolution of a joint venture pursuant to DGCL Section 273 in light of a prior-filed case in Canada involving similar issues with the same parties. Although under the familiar McWane [263 A.2d 281 (Del. 1970)] standard, the first-filed case is often given preference, the court emphasized that summary proceedings under the DGCL, such as Section 273, are often allowed to proceed as exceptions to the "first-filed" rule, based on the importance of expeditiously handling such cases even where prior-cases among the parties were already pending elsewhere. (see pg. 12). A perhaps determinative factor in the court’s opinion to stay this action pending the resolution of the Canadian litigation, is what the court described as the petitioner’s efforts to use his superior financial resources to use various litigations for less that honorable purposes, and the decision to use the Delaware courts only after losing twice in the Canadian courts.
In addition, the court cited prior Delaware cases that supported a denial of relief under Section 273 when dissolution was sought perhaps in order to allow one party to usurp a corporate opportunity that would not otherwise be available to one of the parties if the corporation were not dissolved [query if the same reasoning could be used under other dissolution statutes].
Here is a key quote from the opinion:
"As Xpress observes, the fact that another litigation involving the parties is proceeding elsewhere, generally speaking, should not prevent a joint venturer from exercising its statutory rights under section 273.
25 However, relevant precedent is clear that when the other party can point to uncontested facts which raise a specter of bad faith conduct by the party seeking dissolution, the Court of Chancery’s inherent equitable discretion should not stand idle. Indeed, this court cannot permit a litigant to manipulate the statutory process embodied in section 273 with an eye towards “exploit[ing] a specific future business opportunity personally that would rightfully belong to the company if it should happen to continue to exist as a going concern at that future time.”26 [Data Processing, 1987 WL 25360, at *4.]"