Flaa v. Montano, C.A. No. 8632-VCG (Del. Ch. Oct. 4, 2013).
This case is notable for its analysis of a challenge to the removal of directors based upon a written consent of stockholders. In this grant of a motion for summary judgment in a Section 225 proceeding, the court allows extrinsic evidence to examine the validity of a written consent used to remove directors. The extrinsic evidence considered by the court addressed both actual authority and apparent authority of the person who executed the written consents. The court also considered arguments involving judicial estoppel pursuant to DGCL Section 225.