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
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
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
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
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
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
Court Dismisses Suit Against Firearms Dealer Based on Immunity Statute
The Delaware Superior Court recently dismissed a claim against Cabela’s in connection with the sale at their Delaware location of a firearm based on a Delaware statute that bars civil liability for damages sought against the seller of firearms when the seller complied with all applicable statutes and regulations. In Summers v. Cabela’s Wholesale, Inc
Second Amendment Legal Advocacy Award
News from the Department of Self-Promotion: Recently I was awarded the 2019 Chief Justice William Killen Award for Second Amendment Legal Advocacy in connection with my most recent successful legal challenge of certain state regulations. The award was presented on behalf of the Delaware State Sportsmen’s Association, which is an affiliate of the National
United States Supreme Court Addresses Arbitrability
A recent decision of the United States Supreme Court addressed the frequently encountered issue of arbitrability—that is, whether a court or an arbitrator should decide whether or not a particular issue is subject to arbitration based on the arbitration clause in an agreement.
This decision is noteworthy because the issue often arises about how to
Indemnification Claim Accrues When Demand for Indemnification is Rejected
A recent Delaware decision is noteworthy because of its clarification of when the statute of limitations begins to run in connection with the alleged breach of a contractual indemnification clause.
The Superior Court ruled that an indemnification claim for environmental remediation liability accrued when the seller refused to indemnify the buyer–and not when the buyer