Tag Archives: forum selection clause

Forum Selection Clause Interpreted Based on Austrian Law

A forum selection clause, controlled by Austrian law, was recently interpreted by the Delaware Court of Chancery as a mandatory forum selection clause requiring the dispute to be litigated in Vienna.  In Germaninvestments A.G. v. Allomet Corporation, C.A. No. 2018-0666-JRS (Del. Ch. May 23, 2019), the court also determined that the choice of law provision … Continue Reading

No Equitable Jurisdiction for This Declaratory Judgment Suit

A recent Delaware Court of Chancery opinion provides a reminder of the limited jurisdiction of Delaware’s court of equity and why not all suits for declaratory judgment satisfy the narrow subject matter jurisdiction of the Court of Chancery.  See Takeda Pharmaceuticals U.S.A., Inc. v. Genentech, Inc., C.A. No. 2018-0384-MTZ (Del. Ch. Mar. 26, 2019). Background: … Continue Reading

Consent to Jurisdiction Implied by Adoption of Forum Selection Bylaw

A recent Delaware Court of Chancery decision is noteworthy for its finding that the adoption of a forum selection bylaw implied consent to jurisdiction to the extent that it required lawsuits by stockholders against the company to be filed in Delaware.  See In re: Pilgrim’s Pride Corp. Derivative Litigation, C.A. No. 2018-0058-JTL (consol.) (Del. Ch. … Continue Reading

Chancery Upholds Bylaws with Forum Selection Clause

Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013).  Issue Addressed: Enforceability of bylaws adopted by the Board of Directors providing that litigation relating to the internal affairs of the corporation must be filed only in Delaware. Short Answer:  Enforceability upheld.  See, e.g., 8 Del. C. § 109(a). Preface … Continue Reading

Supreme Court Upholds Forum Selection Clause Against Kuwaiti Company

National Industries Group (Holding) v. Carlyle  Investment Management LLC, Del. Supr., No. 596, 2012 (May 29, 2013). Issues Addressed: Enforceability of a forum selection clause, and the prerequisites to vacate a judgment under Court of Chancery Rule 60(b)(6). Brief Background This case involved a dispute between two sophisticated entities. One was based in Kuwait and … Continue Reading

Key Delaware Corporate and Commercial Decisions in 2012

Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2012, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court … Continue Reading

Chancery Retains Jurisdiction Despite California Forum Clause

Duff v. Innovative Discovery LLC, C.A. No. 7599-VCP (Del. Ch. Dec. 7, 2012). Issues Addressed: The Court of Chancery addressed the following issues in this opinion:  (1) Whether a forum selection clause providing for “sole” jurisdiction in California courts should be honored when a conflicting forum selection clause in a related agreement provided for jurisdiction … Continue Reading

Kuwaiti Company Gambles and Loses on Default Judgment; Court Enforces Forum Selection Clause

Carlyle Investment Management L.L.C. v. National Industries Group (Holding), C.A. No. 5527-CS (Del. Ch. Oct. 11, 2012). Issue Presented: Whether a default judgment should be opened when the defendant Kuwaiti company agreed to a forum selection clause in Delaware and willfully ignored multiple opportunities to participate in the lawsuit. Short Answer: No. Brief Background: This case … Continue Reading

Forum Selection Clauses in Delaware

We have written often on thes pages about forum selection clauses choosing Delaware as an exclusive forum via amendments to a corporate charter or bylaws. Frank Aquila and Anna Kripitz of Sullivan & Cromwell add to the commentary with their recent piece appearing on Law.com… Continue Reading

Multiple New Suits Challenge Exclusive Forum Selection Bylaws in Delaware Court of Chancery

We typically focus on summarizing corporate and commercial decisions of Delaware’s Supreme Court and Court of Chancery, but today we find noteworthy a bevy of new lawsuits just filed in the Delaware Court of Chancery. These new suits challenge bylaws in several companies that require shareholder suits to be filed exclusively in the Delaware Court of Chancery.  If … Continue Reading

Academic Analysis of M & A Litigation. Is Delaware Losing Market Share?

Professor Steven Davidoff provides scholarly and statistical analysis of M & A litigation in a recently published article, in which he also addresses the issue of whether Delaware is “losing” that type of litigation to other states, and related aspects of this topic. His article entitled: “A Great Game: The Dynamics of State Competition and Litigation“, with … Continue Reading

Court of Chancery Enforces Broad Forum Selection Clause; Enjoins First-Filed Action

In ASDC Holdings, LLC, et al. v. The Richard J. Malouf 2008 All Smiles Grantor Retained Annuity Trust, et al., C.A. No. 6562-VCP (Del. Ch. Sept. 14, 2011), read opinion here, the Court of Chancery held that where a forum selection clause is enforceable in a Delaware court, the Court will enforce it even if Delaware, based … Continue Reading

Prof. Davidoff on Prof. Grundfest’s “Delaware Choice of Forum” Strategy

Professor Steven Davidoff provides scholarly commentary here on a lecture that Professor Joseph Grundfest recently presented to the Delaware Bench and Bar, as described here, that provides corporations a method to choose Delaware as the forum for intracorporate disputes. Several major corporations have recently included enabling provisions in their organizational documents in connection with what appears to be an … Continue Reading

Delaware Chancery Court Requires Party to Submit to Terms of Forum Selection Clause Despite that Party Being a Non-Signatory; Based on Equitable Estoppel

Weygandt v. Weco, LLC, Del. Ch., No. 4056-VCS (May 14, 2009), read opinion here Issue Presented The question in this case is whether a non-signatory defendant can be required to appear in a forum chosen in an agreement executed by an affiliate. In this Chancery Court decision, the court determined that a party was subject … Continue Reading

Chancery Court Upholds Forum Selection and Choice of Law Clauses; Rejects Promissory Estoppel Claim; and Finds Absence of Essential Elements of Contract

In Greetham v. Sogima L-A Manager, LLC, et al., 2008 Del. Ch. LEXIS (Nov. 3, 2008), read opinion here, the Delaware Chancery Court addressed three legal issues that are of substantial practical importance in many corporate and commercial litigation cases, and the court’s rulings are also useful tools for the toolbox of those who labor in the … Continue Reading
LexBlog