Stornawaye Capital LLL v. Smithers, No. 18845-VCN (Del. Ch., Feb. 12, 2010), read letter decision here.

This relatively short letter decision addresses several procedural and substantive matters that are  worth highlighting via bullet points for inclusion in the toolbox of those who toil in the vineyards of business litigation.

  • An argument of unilateral mistake was made and rejected. A requirement of that defense is that "the mistake occurred regardless of the exercise of due care" (n. 2).
  • However, "failure to read documents cannot provide a basis for avoiding obligations they impose." (n. 3). This is especially so when the person involved, as here, is an intelligent and educated person.
  • Rule 17(a) deals with a transfer involving the real party in interest prior to the commencement of the suit.
  • Rule 25(a) applies when there has been a transfer of interest during the pendency of the action.
  • Rule 24 governs motions to intervene. In essence, the court granted the motion to intervene in order to allow those who held claims to the property, however  tenuous, to defend the foreclosure action in light of the named party not being in a position to adequately represent the interests of others who claimed a right in the property at issue.