Tag Archives: reformation

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

Claims Not in Briefs Were Deemed Waived

Brinckerhoff v. Enbridge Energy Company, Inc., C.A. No. 5526-VCN (Del. Ch. May 25, 2012). Issue Presented: Whether Brinckerhoff has a viable claim that may be remedied through rescission or reformation.  Short Answer: No, because Brinckerhoff’s claims for rescission and reformation were waived when he failed to mention those claims in both of his briefs or at … Continue Reading

Chancery Reforms Scrivener’s Error; Imposes Attorneys’ Fees on Attorney/Party Who Stayed Knowingly Silent about Mistake

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5843-VCL (Del. Ch. May 16, 2012). Issue Addressed: Should a real estate joint venture agreement be reformed to correct a scrivener’s error in the provisions of an agreement that “departed from settled real estate practice and produced an economically irrational result.” Short Answer: Yes. … Continue Reading