Over the last few years, compared to the last few decades, the trend of courts in many states has been to be less willing to enforce restrictive covenants based on closer scrutiny of nuances such as the legitimate business interest in the scope of the restrictions. This development is consistent with the increasing number of
damages
Chancery Awards Fees for Breach of Forum Selection Clause
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision awarded fees incurred to defend a lawsuit that was filed in a forum contrary to the forum selection clause of the parties’ agreement, as well as the fees incurred in connection with enforcing the forum selection clause. In Namdar v. Fried, C.A. No. 2024-0535-JTL (Del. Ch. June…
Chancery Grants Partial Fee-Shifting for Breach of Fiduciary Duty and Spoliation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent decision from the Delaware Court of Chancery addressed damages for breach of the fiduciary duty of loyalty where they were not capable of precise measurement, and there was also a claim for spoliation. The most recent decision in this matter addresses damages. Sorrento Theraupetics, Inc. v. Mack, C.A. No. 2021-0210-PAF (Del. Ch.
Chancery Assesses Damages for Unfair Valuation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation…
Chancery Reviews Report of Special Magistrate Regarding Receivership
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision addressed issues with the receivership of a defunct corporation and the report of a Special Magistrate appointed to investigate claims against the court-appointed Receiver. In B.E. Capital Management Fund LP v. Fund.com Inc., C.A. No. 12843-VCL (Del. Ch. July 18, 2024), the court reviewed the report…
Failure to Allocate Estimated Damages to Each Claim Proves Costly
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is notable for its explanation of the basic law of damages for contract and fraud claims, as well as cautioning that a damage expert’s estimate of damages needs to correspond to each of the counts in the complaint.
Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
SIGA Technologies, Inc. v. PharmAthene, Inc., Del. Supr., No. 314, 2012 (May 24, 2013). This Delaware Supreme Court decision was the subject of a BloombergBusinessweek article on Sunday, May 26. The Court of Chancery’s opinion was highlighted on these pages at this link. Also, several other prior Chancery decisions in this case were also…
Chancery Denies Motion for Reargument and Affirms Decision to Provide Equitable and Monetary Remedies for Breach of an Agreement to Negotiate in Good Faith
By Francis Pileggi on
Posted in Court of Chancery Updates
PharmAthene, Inc. v. SIGA Technologies, Inc., C.A. No. 2627-VCP (Del. Ch. Dec. 16, 2011), read opinion denying a motion for reargument here. The Court of Chancery’s original 117-page decision from September 2011 involving the award of damages for breach of an “agreement to negotiate in good faith” was highlighted on these pages here…