A recent decision of the Delaware Superior Court cited an article that I co-authored with Chauna Abner that provides a step-by-step guide to transferring cases from the Delaware Court of Chancery to Delaware’s trial court of general jurisdiction, the Superior Court. See RiseDelaware Inc. v. DeMatteis, C.A. No. N22C-09-526-CLS (Del. Super. May 22, 2023).
Other Court Decisions
Forum Selection Clauses and Federal Courts
By Francis Pileggi on
Posted in Other Court Decisions
Forum selection clauses have been the focus of many decision highlighted on these pages over the last 18 years. But a pending appeal before the en banc U.S. Court of Appeals for the Ninth Circuit may have an outsized impact on Delaware litigation regarding this issue. In a case involving the Gap, Inc., the…
Zhongpin investors’ bid to get $41 million judgment from D&O insurer is dismissed from Superior Court
By Francis Pileggi on
Posted in Other Court Decisions
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
Vice Chancellor Joseph Slights recently ruled that Zhongpin Inc. shareholders have no standing to sue the food processors’ D&O insurer directly to collect a $41.3 million default judgement they…
Issue of Preservation of Privilege in Connection with the Sale of a Company
By Francis Pileggi on
Posted in Other Court Decisions
The purpose of this short blog post is to identify key decisions that are merely a helpful starting point in an analysis of whether or not the attorney/client privilege was preserved by the seller of a company post-closing, depending on whether the transaction was a sale of assets, or a statutory merger, or some variation.…
Delaware Court Addresses Claw-Back of Corporate Advancement and Indemnification
By Francis Pileggi on
Posted in Other Court Decisions
A recent Delaware decision addressed the request for a claw-back of legal expenses that a company was ordered to advance to an LLC manager in a prior Court of Chancery decision. In the case styled: New Wood Resources, LLC v. Baldwin, C.A. No. N20C-10-231-AML-CCLD, Order (Del. Super. Aug. 23, 2021), the Complex Commercial Litigation Division…
Delaware Superior Court finds D&O policy, Solera precedent, bar coverage “for” appraisal action
By Francis Pileggi on
Posted in Other Court Decisions
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Superior Court recently dismissed Jarden LLC’s bid for D&O insurance coverage for an appraisal suit that was not “for” redress of a “wrongful act” – and even…
Post-Closing Price Dispute Covered by Independent Accountant Clause–Not Legal Issue of Contract Interpretation
By Francis Pileggi on
Posted in Other Court Decisions
A common type of business litigation case in Delaware involves post-closing purchase price adjustments, a variation of often-litigated earn-out disputes. Many agreements for the sale of a business include a provision that appoints an independent accounting firm to resolve disputes regarding a determination post-closing of working capital as of the closing date, for example, which…
Reasonable Time for Payment May Be an Implied Contract Term
By Francis Pileggi on
Posted in Other Court Decisions
A useful tool for the toolbox of commercial litigators is a recent decision of the Delaware Superior Court which found that when a contract requiring payment does not specify a time for payment, a “reasonable time” may be implied. See James Thomas v. Headlands Tech Principal Holdings, LP, No. N19C-11-041-EMD-CCLD, opinion (Del. Super. Sept.
Motion to Disqualify Granted Under Rule 1.9
By Francis Pileggi on
Posted in Other Court Decisions
A recent decision of the Delaware Superior Court featured an unusual ruling in Delaware: A motion to disqualify counsel was granted based on a conflict of interest under Rule of Professional Conduct 1.9, relating to prior representation of a client.
Why the Decision is Notable:
Although the facts in the 21-page decision styled Sun …
Third Circuit Strikes Delaware Constitutional Requirement of Political Balance in Judicial Appointments to State Courts
By Francis Pileggi on
Posted in Other Court Decisions
A recent decision by the U.S. Court of Appeals for the Third Circuit in Adams v. Governor of Delaware, upheld a prior ruling which found unconstitutional a provision in the Delaware State Constitution that mandates a balance between Republicans and Democrats on the state bench in connection with the appointment of judges by the…