A recent Delaware Court of Chancery transcript ruling provides guidance on best practices for how to craft answers to a complaint, in the matter styled: 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., C.A. No. 2023-0128-JTL, Transcript (Del. Ch. Feb. 9, 2023). (N.B. In Delaware, transcript rulings can be cited in briefs.)

The court disapproved of the common tactic of denying most allegations in the complaint with a lack of careful attention to detail.  [The Delaware rules require that the allegations of the complaint be restated before the actual response.]  The applicable rule also requires an answer that fairly meets the allegations of the complaint.  The court expressed displeasure about “rampant denials.”

The court did not approve of those who may “have some epistemic doubt about the truth of an allegation that crosses multiple states of the universe . . . notwithstanding their confidence level about what the real state of the world is.”  Transcript at 46.

My additional comment is that an answer is not the correct forum for nuanced or pedantic ruminations about ontology or one’s own Weltanschauung.

The court discouraged denials of things that should be “really difficult to dispute” and instead expected parties to prepare answers that “fairly meet the allegations of the complaint . . . [in a way that] will help frame the issues in dispute.” The court further explained that denials should not be used “. . . even if they didn’t say it precisely like you would have if you had made the allegation.”  Id.

Supplement: Delaware’s favorite corporate law scholar (in my view), Prof. Bainbridge, kindly linked to this post on his eponymous blog.