A recent Court of Chancery decision elucidated several principles applicable to a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6). In The Dow Chemical Company v. Organik Kimye Holding, A.S.C.A. No. 12090-VCG (Del. Ch. May 25, 2018), the court explained several principles applicable to Rule 12(b)(6) motions that are eminently quotable for use in future briefs. For example:

  • As long as a claimant “alleges facts in his description of a series of events from which a claim may reasonably be inferred and makes a specific claim for the relief he hopes to obtain, he need not announce with any greater particularity the precise legal theory he is using.” Slip op. at 11 to 13.
  • The minimal notice pleading rules under Delaware law merely require “fair notice in a general way of the cause of action asserted, which shifts to [the party moving to dismiss] the burden to determine the details of the cause of action by way of discovery for the purpose of raising legal defenses.” Slip op. at 17.
  • The court declined to rule on whether the Delaware Uniform Trade Secrets Act preempted common law claims, and relatedly, explained that choice of law issues are fact-intensive in order to apply the “most significant relationship” test, and typically not appropriate for resolution on a motion to dismiss.