Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
A recent Delaware Court of Chancery opinion is notable to the extent that it provides another example of how difficult it is to prevail on a claim for reformation of a contract. See In re 11 West Partners, LLC, C.A. No. 2017-0568-SG (Cons.) (Del. Ch. Mar. 20, 2019).
Brief Background:
This case involves …
Scion Breckenridge Managing Member, LLC v. ASB Allegiance Real Estate Fund, No. 437, 2012, 2013 WL 1914714 (Del. May 9, 2013)
Issue Addressed: Whether the reformation of agreements was appropriate on the basis of unilateral mistake and knowing silence by an opposing party.
Short Answer: Yes. Delaware courts may reform a written…
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…
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…
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…