Saliba v. William Penn P’Ship, C.A. No. 111-CC (Del. Ch. April 12, 2010), read letter decision here. This letter decision, one and one-half pages long, of the Delaware Court of Chancery is noteworthy for its award of attorneys’ fees based on pre-litigation conduct as opposed to any actions or omissions of the parties or counsel after the suit was filed.

The Court explained that it had "clearly found that the individual defendants breached their duties as fiduciaries by failing to make full and timely disclosures to plaintiffs and by manipulating the sales process related to the Beacon Hotel for the individual defendants’ self-interested purposes". In addition the Court stated that it "plainly found" that the defendants structured the sale to benefit themselves personally and they could not satisfy the entire fairness standard that applied due to the fact that they stood on both sides of the transaction.

The Court reasoned that:

"Because defendants conducted the sale in a clearly conflicted manner that resulted in a breach of fiduciary duty, I find and conclude that it would be unfair and inequitable to require plaintiffs to shoulder the costs incurred in demonstrating the unfairness of this sales process. For that reason, I award plaintiffs all of their attorneys’ fees and the portion of costs that they have paid in connection with the court-appointed expert witnesses. Those who violated their fiduciary obligations and were the cause of this litigation are the parties who properly should bear the fees and costs made necessary solely by reason of their faithless conduct."