Tag Archives: summary judgment

Chancery Denies Summary Judgment Based on Contract Principles

 Impact Investments Colorado II, LLC v. Impact Holding LLC, C.A. No. 4323-VCP (Del. Ch. Aug. 31, 2012), read opinion here. This 37-page opinion is rather unremarkable to the extent that it does not announce any new law nor does it clarify existing law. Nonetheless, it contains useful discussions of  contract interpretation principles as well as the nuances … Continue Reading

Chancery Considers Extrinsic Evidence in Granting Motion for Summary Judgment

GRT, Inc. v. Marathon GTF Technology, Ltd., C.A. No. 5571-CS (Del. Ch. June 21, 2012). This relatively short decision offers important statements of Delaware law on contract interpretation and summary judgment standards. In addition to nuanced aspects of Court of Chancery Rule 56, it will be useful for the practitioner to be aware that even … Continue Reading

Chancery Addresses Appraisal of Preferred Shares Based on Terms in Certificate of Incorporation

Shiftan v. Morgan Joseph Holdings, Inc., C.A. No. 6424-CS (Del. Ch. Jan. 13, 2012), read opinion here. Issues Addressed: (i)         Whether the Court may consider in an appraisal action a contractually required redemption event in the certificate of incorporation, scheduled to occur six months after the merger, in determining the fair value of the stock; … Continue Reading

Chancery Applies Entire Fairness Standard to Sale of Assets Just Before Bankruptcy Filing

Encite LLC v. Soni, C.A. No. 2476-VCG (Del. Ch. Nov. 28, 2011), read 80-page opinion here. Prior Delaware decisions in this matter have been highlighted on these pages here. Issues Addressed One of the  issues addressed in this ruling on two motions for summary judgment was whether “a person can purchase a claim for breach of … Continue Reading

Contract Interpreted in Ruling on Summary Judgment Motion

Invenergy Solar Development LLC v. Gonergy Caribbean Sarl, C.A. No. 5455-VCP (Del. Ch. Nov. 28, 2011), read opinion here. What this Case is About: This is a rather unremarkable decision that addressed contract interpretation issues in the context of a motion for partial summary judgment and is included for its practical utility.  The Court applied … Continue Reading

Chancery Court Grants Partial Summary Judgment to Both Parties in Self-Dealing Case

Rhodes v. SilkRoad Equity, LLC,  Del. Ch., No. 2133-VCN (April 15, 2009), read letter opinion here. Prior opinions in this case from the Delaware Chancery Court were reviewed on this blog here. Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his following review of this Delaware Chancery Court decision. On April 15, 2009, Vice … Continue Reading

Chancery Court Rules in Favor of Bank of New York Mellon Regarding Realogy Corporation Refinancing

The Bank of New York Mellon v. Realogy Corp., (Del. Ch., Dec. 18, 2008), read opinion here. This Chancery Court decision in favor of The Bank of New York Mellon ("BNYM"), involved contract interpretation of various documents in connection with an attempt to refinance.  Both BNYM as indenture trustee, and the corporate issuer sought declaratory judgment on cross-motions … Continue Reading

Chancery Distinguishes Contract-Based and Common Law-Based Fiduciary Duty Voluntarily Assumed

In re: Cencom Cable Income Partners, L.P. Litigation, (Del. Ch., Nov. 26, 2008), read opinion here. This Chancery Court  decision denied  in part and granted in part Defendants’ motions for summary judgment involving issues of fiduciary duty and candor. (see footnote 1 for citations to three prior opinions in this case.) In discussing the summary … Continue Reading