A recent Delaware Court of Chancery decision provides an excellent analysis of the requirements for imposing personal jurisdiction based on the Delaware Long Arm Statute, and also addresses the fiduciary duty of disclosure in a thorough manner worthy of careful reading. In Clark v. Davenport, C.A. No. 2017-0839-JTL (Del. Ch. July 18, 2019), the
"conspiracy theory of jurisdiction"
Chancery Dismisses Action for Lack of Personal Jurisdiction over LLC and LLC Owners
An Eckert Seamans associate prepared this overview.
In IMO Dissolution of Arctic Ease, C.A. No. 8932-VCMR (Dec. 9, 2016), the Chancery Court rejected personal jurisdiction under Delaware’s Limited Liability Company Act and the conspiracy theory of jurisdiction. The Court provides helpful guidance on when someone can be considered an LLC manager for purposes of…
Chancery: UCC Filing Serves as Partial Basis to Impose Personal Jurisdiction
Lake Treasure Holdings, LLC v. Foundry Hill GP, LLC, C.A. No. 6546-VCL (Del. Ch. Nov. 21, 2013)
This Chancery decision determined that the filing of a UCC statement may serve to satisfy two elements of the 5-part test to establish personal jurisdiction in Delaware based on the well-settled “conspiracy basis of personal jurisdiction”, and in…
Personal Jurisdiction over Foreign Defendants Examined
Boulden v. Albiorix, Inc., C.A. No. 7051-VCN (Del. Ch. Jan. 31, 2013, revised Feb. 7, 2013).
This case addressed whether personal jurisdiction was appropriate by a court in Delaware on the various foreign residents involved.
The Court reviews the requirements for personal jurisdiction under Delaware’s long-arm statute, as well…
Supreme Court Imposes Jurisdiction on Foreign Party Based on Civil Conspiracy Claim
In Matthew v. Flakt Woods Group SA, Del. Supr., No. 150, 2012 (Nov. 20, 2012), the Delaware Supreme Court ruled that Delaware courts could impose jurisdiction on a foreign party involved in this case, based on the “conspiracy theory of jurisdiction”.
Quick Background: This well-recognized basis for subjecting non-Delaware parties to the jurisdiction of…
Court of Chancery Clarifies Rights of Minority Shareholders Whose Equity is Diluted
Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here.
The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach…
Jurisdiction over Non-residents in Delaware based on Civil Conspiracy with a Delaware Entity
By: Francis G.X. Pileggi, Esquire and Leslie B. Spoltore, Esquire.
Delaware legislation makes it clear that officers, as well as directors, of Delaware corporations can be subject to the personal jurisdiction of Delaware courts for claims made against those individuals in their capacity as officers and directors of Delaware entities. Similar consent statutes apply to managers of Delaware limited liability companies. See 10 Del. C. Section 3114 and 6 Del. C. Section 18-109. See also Assist Stock Management LLC v. Rosheim, 753 A.2d 974 (Del. Ch. 2000).
However, when jurisdiction over relevant individuals is not clearly within the consent statutes, in appropriate circumstances the “civil conspiracy theory of jurisdiction” may apply to secure jurisdiction over a non-resident party.…
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