The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.
statute of limitations
Statute of Limitations for Breach of Contract v. Wage Claims
The Delaware Statute of Limitations for contract claims v. claims for wages was compared and contrasted in Weik, Nitsche & Dougherty, LLC v. Pratcher, C.A. No. 2018-0803-MTZ (Del. Ch. Aug. 26, 2020). In sum:
- Delaware has a three-year statute of limitations for most contract claims pursuant to 10 Del. C. section 8106
- For wage claims,
Indemnification Claim Not Ripe Until Final Adjudication
A recent decision by the Complex Commercial Litigation Division of the Delaware Superior Court in Winshall, et al. v. Viacom International, Inc., C.A. No. N15C-06-137 EMD CCLD (Del. Super., Feb. 25, 2019), ruled that a claim for indemnification was not ripe until a final adjudication, after appeal, was decided. In a matter involving a…
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…
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…
Court Dismisses Amended Complaint on Statute of Limitations Basis
Central Mortgage Company v. Morgan Stanley Mortgage Capital Holdings LLC, C.A. No. 5140-CS (Del. Ch. Aug. 7, 2012). This Court of Chancery decision was the result of remand from a decision of the Delaware Supreme Court which was highlighted on these pages here, and which clarified the standard in Delaware for the review by the…
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.
This 38-page post-trial decision involved an…
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).
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.
The disputed transactions involve a company…
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.
The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach…