In EBG Holdings LLC v. Vredezicht’s Gravenhage 109 B.V., et al., 2008 WL 4057745, (Del. Ch., Sept. 2, 2008), the Delaware Chancery Court analyzes a cornucopia of personal jurisdiction issues involving out-of-state defendants.  (Yes, that is the correct spelling of the unusual case name.) The original format of the slip opinion is in the 60-page neighborhood and includes many detailed facts that are important to the court’s analysis. In this short blurb, however, I  merely recite the issues ruled on by the court, and for those who want to know about the latest Delaware law on these issues, you need to set aside some serious quiet time and read the whole opinion.

The four issues decided by the court in this opinion all dealt with whether (based on the extensive facts of the case) the court could appropriately impose personal jurisdiction using any of the following reasons:

  1.  Delaware’s Long-Arm Statute (Section 3104 of Title 10 of the Delaware Code);
  2. The Terms of the LLC Agreement (see footnotes 70 to 72);
  3. The "alter ego" or "piercing the corporate veil" theories;
  4. Agency theory of personal jurisdiction.

Procedurally, the court considered the issues in the context of a motion under Rule 12(b)(2). This opinion is a "mini-treatise" on the foregoing issues of personal jurisdiction, especially involving "parent and subsidiary" corporations. The court also discusses the different procedural burdens, such as the requirement that the plaintiff need only make out a prima facie case if the motion is decided on the affidavits. (footnote 38).