Wilmington Savings Fund Society, FSB v. Caesars Entertainment Corp., C.A. No. 10004-VCG (Del. Ch., Mar. 18, 2015).
This Court of Chancery decision is noteworthy for two main points that should be of interest to those engaged in corporate and commercial litigation in Delaware:
(i) the court found that a forum selection clause was not broadly worded enough, even if it were incorporated by reference, to cover the claims involved; and
(ii) this opinion serves as a useful example of how typically unsuccessful in Delaware is an argument that a case should not remain in Delaware based on forum non conveniens. The court applied the Cryo-Maid factors after declining to apply the first-filed McWane doctrine due to the two cases involved being filed close enough in time so that one was not regarded as being first-filed. The other case was filed in New York.
This case is related to the Caesars bankruptcy and there are many facts that serve as important background. But two other points in particular caught my eye: The court observes that it often is called upon to apply the law of New York in commercial disputes, so that was not a prevailing factor. Also, as part of its analysis, the court referred to the proximity of New York City and Wilmington, Delaware, and that excerpt deserves to be quoted for its masterful description:
I take judicial notice, however, that the Courthouse in Wilmington is separated from Pennsylvania Station in Manhattan by a five-minute walk and 125 miles of shiny steel rails, which may be traversed in the comfort of the business section of an Acela train in an hour and a half. In that light, litigation in Delaware is less manifest hardship than inconvenience.