A recent Delaware Court of Chancery decision granted a motion to dismiss a fiduciary duty claim that it found to be duplicative of a breach of contract claim. In re: WeWork Litigation, Cons. C.A. No. 2020-0258-AGB (Del. Ch. Dec. 14, 2020). Note that two decisions in this case on two separate motions were issued the same day. Careful readers will note that the preceding hyperlink to the Slip Opinion should not be confused with the second decision published in the same case on the same day, nor should it be confused with multiple prior decisions in this same case such as one of about six weeks ago. See In re: WeWork Litigation, 2020 WL 6375438 (Del. Ch. Oct. 30, 2020).
There are not as many decisions as one might expect on the topic of: when tandem claims for breach of contract and breach of fiduciary duty may proceed in the same case. For that reason, this decision is noteworthy, although it in some ways piggybacks on the decision addressing the same issue of about six weeks ago in the same case which included a more comprehensive analysis of the issue. See In re: WeWork, 2020 WL 6375438, at * 11-14. In fact, the instant decision not only refers back to the Oct. 30, 2020 opinion but also incorporates it by reference.
In sum, this decision explains why the fiduciary duty claims cannot proceed, in part, because: (1) the complaint “does not identify any additional facts relevant to his fiduciary duty claim, but not his contract claim”; and (2) “no independent basis exists to maintain the claim for breach of fiduciary duty.” Slip op. at 42 (citing WeWork, 2020 WL 6375438, at *14).
This decision also has a useful discussion of standing. A plaintiff bears the burden of establishing standing as part of subject matter jurisdiction which includes “injury in fact.” This requirement is often satisfied when a party to a contract is seeking to enforce it. In this case, the court found standing to exist even “without financial loss” because the plaintiff could still conceivably be injured. See Slip op. at 14-23