Whittington v. Dragon Group LLC, C.A. No. 2291-VCP (Del. Ch. Feb. 11, 2011).
Should the Court of Chancery grant a Motion for a Second Amendment to an Answer and Counterclaim in this almost decade-long saga involving many court decisions and a tortuous procedural history with appeals to the Delaware Supreme Court and back twice. See many prior summaries of decisions in this long-running internecine battle, which provide the backstory, here.
Overview of Court’s Reasoning
Based on Chancery Rule 15(a), the Court denied the motion for three main reasons:
i) Too late. They could have argued in the alternative at beginning of this case, but are just raising a new issue for the first time now.
ii) Futile: The Supreme Court’s latest decision in this case creates a “bright line test” that creates “a contract under seal” simply by placing the word “seal” next to a signature on a contract, regardless of any contrary intent to form contract under seal. Thus, their new argument would fail if allowed.
iii) Prejudice – Plaintiff has been waiting five years to have the Court hear this specific case on the merits.