Tag Archives: statute of limitations

Indemnification Claim Accrues When Demand for Indemnification is Rejected

A recent Delaware decision is noteworthy because of its clarification of when the statute of limitations begins to run in connection with the alleged breach of a contractual indemnification clause. The Superior Court ruled that an indemnification claim for environmental remediation liability accrued when the seller refused to indemnify the buyer–and not when the buyer discovered the contamination on which … Continue Reading

Chancery: Statutes of Limitations May Be Shortened by Contract

ENI Holdings LLC v. KBR Group Holdings, LLC, C.A. No. 8075-VCG (Del. Ch. Nov. 27, 2013). This Chancery decision reiterated the settled Delaware law regarding freedom of contract which includes allowing parties to agree to a shorter statute of limitations than would otherwise apply to claims between parties to the agreement. Thus, an agreement could … Continue Reading

Promissory Estoppel Claim Results in Personal Liability

Envo, Inc. v. Walters, C.A. No. 4156-VCP (Del. Ch. July 18, 2012). Issue Presented: Whether promissory estoppel was established to impose personal liability in connection with the poorly documented sale of a business when the acquiring entity was never properly formed. Short Answer: Yes. Brief Overview This 38-page post-trial decision involved an incompletely documented sale of a … Continue Reading

Chancery Allows Amendment of Complaint to Seek Equitable Tolling of Breach of Fiduciary Duty Claims Against a Family Controlled Entity

Buerger v. Apfel, C.A. No. 6539-VCL (Del. Ch. March 15, 2012). Issue Presented Whether equitable tolling could save claims that would otherwise be barred by the applicable statute of limitations or latches, which defendants argued should block any challenge to certain stock options and other related-party transactions. Background The disputed transactions involve a company that sells … 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