In Law Debenture Trust Company of New York v. Petrohawk Energy Corp., 2007 WL 2248150 (Del. Ch., August 1, 2007), read opinion here, the Chancery Court rejected an attempt to specifically enforce the terms of an Indenture as interpreted by one of the parties. The court applied New York law regarding contract interpretation principles that were not dissimilar to Delaware law. There are several interpretations by the court of the Delaware General Corporation Law that are instructive, such as who has standing to contest the proper seating/election of directors.
However, I think there are two procedural and jurisdictional aspects of this case that are most useful for the "toolbox" of those who engage in business litigation. First, the defendants filed a Motion to Dismiss under Rule 12(b)(6) but because they included documents and other material outside the scope of the pleadings, that would be beyond the scope of Rule 12(b)(6), and because a minor factual issue was raised, the court allowed limited discovery into that issue as well as supplemental briefing.
The other aspect of this case that I thought was of practical value for future reference was the jurisdictional argument. The court had doubts that a claim for specific performance that essentially requested only a monetary award was a sound basis for equitable jurisdiction. However, the court found an independent basis for equitable jurisdiction in Section 111 of Title 8 of the Delaware Code which grants the Chancery Court jurisdiction to interpret the Delaware General Corporation Law (DGCL) as well as to interpret merger agreements — both of which were issues present here. In fact, there were several sections of the DGCL that the court examined regarding the procedural aspects of a merger, and their impact on the formation of a new board, but that I did not include in this short blurb.