Corkscrew Mining Ventures, Ltd. v. Preferred Real Estate Investments, Inc., C.A. No. 4601-VCP (Del. Ch. Feb. 28, 2011), read opinion here.
Short Overview: The Court of Chancery granted a motion for summary judgment to the plaintiff who sought specific enforcement of a financing agreement to purchase securities in a Delaware limited liability agreement.
Brief Highlights of Legal Principles Addressed: This relatively short decision is a useful tool for the toolbox of those who practice business litigation because in rejecting the defense of fraudulent inducement as a means to avoid enforcement of the terms of a contract, the Court also provides a roadmap not only for the elements of specific performance, but also provides direction for those who would attempt to avoid the enforcement of an otherwise valid contract based only on a "fraudulent inducement" argument. Anyone attempting to use that defense should read this opinion. In addition to applying the elements of a fraudulent inducement defense, the Court observed that the only evidentiary support of that defense was an affidavit, and the defendant did not avail itself of Chancery Rule 59(f) which allows a party presented with a motion for summary judgment to seek limited discovery to obtain facts not in its control that are needed to oppose the motion.
The Court explained that Delaware will enforce a valid contract unless there is an applicable defense. In this case, the only defense presented was rejected.