A recent Delaware Court of Chancery decision deserves a passing reference for its analysis of the statutorily-granted equitable jurisdiction to enforce the Delaware Stormwater Management Act. The opinion in Nieves v. Insight Building Co., LLC, C.A. No. 2019-0464-SG (Del. Ch. Aug. 4, 2020), begins with an entertaining history lesson about the Nanticoke Indians in southern
Delaware commercial litigation
Supreme Court Interprets Key Words in Agreement
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision is noteworthy for the approach it takes in determining the meaning of a word in an agreement, for example, by parsing the syntax and sentence structure where the word appears in the agreement. In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., Del. Supr., No. 68…
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.
Delaware Supreme Court Defines ‘Securities Claim’
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court recently issued an opinion that defined the words “securities claim” for purposes of determining coverage under a D&O policy. Kevin LaCroix, on his popular blog called The D&O Diary, provided recently a comprehensive overview and analysis of this decision styled In Re Verizon Insurance Coverage Appeals, Del. Supr., No.…
Chancery Interprets Confusing LLC Agreement
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision interpreted an ambiguous LLC agreement that it described–at least “at first read”–as “confusing and internally inconsistent.” The decision in MKE Holdings Ltd. v. Schwartz, C.A. No. 2018-0729-SG (Del. Ch. Sept. 26, 2019), in addition to being a helpful analysis for purposes of providing an insight into how…
Termination Fee May Not be Sole Remedy for Termination of Merger Agreement
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion allowed a claim to proceed based on the theory that a termination fee for a merger agreement was not the sole remedy for breach of contract. In Genuine Parts Co. v. Essendant, Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019), the court discussed a very fact-specific, …
Delaware Supreme Court Instructs on Standards of Deposition Conduct
By Francis Pileggi on
A recent Delaware Supreme Court opinion provides a tutorial on the standards imposed on Delaware lawyers when a deponent, who is the lawyer’s client, engages in inappropriate conduct during a deposition. See Shorenstein Hays-Nederland Theaters LLC Appeals, Nos. 596, 2018 and 620, 2018 (Del. Supr. June 20, 2019). My overview of the decision was…
Fully Executed Contract Ruled Unenforceable
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion should be read by all lawyers who seek to avoid the risk of a fully executed contract being ruled unenforceable due to a court later finding, perhaps suprisingly, that the agreement did not accurately express the understanding of the parties. In Kotler v. Shipman Associates, LLC, C.A. …
Earn-Out Dispute: Ambiguous Terms Bar Motion to Dismiss
By Francis Pileggi on
Posted in Court of Chancery Updates
The recent Delaware Court of Chancery decision in Windy City Investments Holdings, LLC v. Teachers’ Insurance and Annuity Association of America, C.A. No. 2018-0519-MTZ (Del. Ch. July 26, 2019), discussed an often recurring issue in commercial litigation: a seller of a business who claims that the Earn-Out provisions in the agreement of sale were …