Tag Archives: personal jurisdiction

15th Annual Review of Key Delaware Corporate and Commercial Decisions

The following article is reprinted with permission from the Jan. 15, 2020 edition of “The Delaware Business Court Insider”, (c) 2020 ALM Media Properties, LLC. All rights reserved. By: Francis G.X. Pileggi and Chauna A. Abner This is the 15th year that Francis Pileggi and various co-authors have created an annual list of important corporate … Continue Reading

Chancery Addresses Personal Jurisdiction Over Co-Conspirator

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 court … 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 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 personal jurisdiction in … Continue Reading

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 … Continue Reading

Delaware Holding Company Recognized for Jurisdictional Purposes

Johnson v. Smithkline Beecham Corp., 2013 U.S. App. LEXIS 11501 (3d Cir. June 7, 2013). Issue Addressed: For purposes of diversity jurisdiction, should a holding company’s citizenship be defined by the activities of its limited liability company (LLC) subsidiary given that a holding company’s primary activity is to own and manage, not to operate its assets. … 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

Personal Jurisdiction over Foreign Defendants Examined

Boulden v. Albiorix, Inc., C.A. No. 7051-VCN (Del. Ch. Jan. 31, 2013, revised Feb. 7, 2013). Issue Addressed This case addressed whether personal jurisdiction was appropriate by a court in Delaware on the various foreign residents involved. Short Overview The Court reviews the requirements for personal jurisdiction under Delaware’s long-arm statute, as well as the … Continue Reading

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 Delaware courts, … Continue Reading

Chancery Dismisses Claim against Member of L.P. for Lack of Personal Jurisdiction

Picard v. Wood, C.A. No. 6526-VCG (Del. Ch. July 12, 2012). Issue Presented Whether a member of a limited partnership is subject to personal jurisdiction in Delaware based on that status alone. Short Answer: No. Brief Overview This short letter ruling granted a motion to dismiss for lack of personal jurisdiction, for claims against the member … Continue Reading

Delaware’s Implied Consent Statute is Challenged

Many readers of this blog know that officers and directors of Delaware corporations as well as managers of LLCs, and those who play similar roles in other alternative entities, are subject to personal jurisdiction in Delaware courts based on what are referred to as “implied consent statutes”. In sum, these statutes provide that when one … Continue Reading

Supplemental Deposition Discovery In Foreign Countries In Aid Of Jurisdiction Permitted

In Reid v. Siniscalchi, C.A. No. 2874-VCN (May 25, 2012), the Court addressed a request for additional deposition discovery requested by the plaintiff to prove that the Court had jurisdiction over the defendants. Issue Addressed: Whether the court had personal jurisdiction over certain corporate defendants (the “Entity Defendants”), and whether the Court should allow jurisdictional … Continue Reading

Delaware’s Director-Consent Statute Challenged by Scholar

Professor Eric Chiappinelli challenges the director-consent statute that imposes personal jurisdiction in Delaware over those who serve as directors of Delaware corporations. The good professor has published a provocative article that challenges the validity of this often invoked Delaware statute. The theory behind the so-called “consent statute” is that by virtue of agreeing to be … Continue Reading

Chancery Explains In Rem Jurisdiction in Challenge to Managing Member Position of LLC

Feeley v. NHAOCG, LLC, C.A. No. 7304-VCL (Del. Ch. March 20, 2012). Issue Presented When a managing member of an LLC is “jurisdictionally present” in Delaware, is that party also subject to the jurisdiction of the Delaware Court of Chancery on other related claims as well. Answer: Yes Background This Delaware Court of Chancery opinion … Continue Reading

Chancery Grants Final Judgment Pursuant to Court of Chancery Rule 54(b) against one Defendant only; and Discusses ‘Majority View’ Standard for Rule 12(b)(2)

Matthew v. Laudamiel, C.A. No. 5957-VCN (Del. Ch. March 20, 2012).  The prior decision by the Delaware Court of Chancery in this matter was highlighted on these pages here.  Issues Addressed Whether a final judgment should be entered pursuant to Court of Chancery Rule 54(b) against one co-defendant whose motion to dismiss for lack of personal … Continue Reading

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery

Noteworthy 2011 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 seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court … Continue Reading

Court of Chancery Dismisses Action for Lack of Personal Jurisdiction

In Connecticut General Life Insurance Company v. Pinkas, C.A. No. 5724-VCN (Oct. 28, 2011), the Court of Chancery granted a motion to dismiss filed by an individual third-party defendant and an entity he controlled for lack of personal jurisdiction. Read opinion here. This summary was prepared by Kevin F. Brady of Connolly Bove Lodge & … Continue Reading

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. Issues Addressed The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach of fiduciary duty … 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 Dismisses Suit for Breach of Non-Competition Covenant Due to Lack of Personal Jurisdiction

Mobile Diagnostic Group Holdings, LLC v. Suer,  Del. Ch., No. 4298-CC (March 24, 2009), read opinion here. Kevin Brady, a highly respected Delaware litigator, provides us with the following review of this decision. Chancellor Chandler dismissed this action seeking to enforce the terms of non-competition covenants that defendant Suer allegedly agreed to in connection with the sale … Continue Reading