For my regular ethics column for the current issue of The Bencher, the national publication of the American Inns of Court, I wrote an article about a recent federal court decision that upheld the enforceability of a waiver, in advance, of future conflicts, and discussed the prerequisites for the validity of such a waiver.
LP Agreement Bars Fiduciary Duty Claims
Gerber v. EPE Holdings LLC, C.A. No. 3543-VCN (Del. Ch. Jan. 18, 2013).
In this 37-page decision, the Court of Chancery dismissed breach of fiduciary duty claims. The Court declined to impose default fiduciary duties upon the entity’s partners based on a limited partnership agreement that waived all common law fiduciary duties…
Chancery Grants Relief on Both Fiduciary Duty and Contract Claims Against Member of Joint Venture
In Re: Mobilactive Media, LLC, Consol. C.A. No. 5725-VCP (Del. Ch., Jan. 25, 2013). What this Case is About: This decision addresses claims between two members of a joint venture based on both breach of contract and breach of fiduciary duty. Both claims were allowed to proceed and both claims prevailed as non-duplicative. …
Chancery Dismisses Breach of Implied Duty of Good Faith and Fair Dealing Claims Based on L.P. Agreement that Presumed Good Faith
In Re K-Sea Transportation Partners LP Unitholders Litigation, C.A. No. 6301-VCP (Del. Ch. April 4, 2012). The prior Chancery decision in this case was highlighted on these pages here.
Issues Addressed: The issues addressed by the Court of Chancery in this matter were whether the fiduciary duty claims and the contractual claims were…
Chancery Rules on Waiver and Arbitrability
Halpern Medical Services, LLC v. Greary, Del. Ch., C.A. No. 6679-VCN (Feb. 17, 2012).
This case serves as a refresher on several issues that are frequently argued before the Court of Chancery: (1) the arbitrability of a claim under a contractual arbitration clause; (2) waiver of the right to invoke arbitration; and…
Chancery Affirms Basic Contract Principles of Waiver and Novation
James J. Gory Mechanical Contracting Inc v. BPG Residential Partners V LLC, et al., Del. Ch., C.A. No. 6999-VCG (Dec. 30, 2011), read opinion here .
This summary was prepared by a former associate of Eckert Seamans.
In this short-and-to-the-point opinion, the Court of Chancery recounts “the blackest of black-letter law that an enforceable…
Chancery Denies Motion for Reargument and Affirms Decision to Provide Equitable and Monetary Remedies for Breach of an Agreement to Negotiate in Good Faith
PharmAthene, Inc. v. SIGA Technologies, Inc., C.A. No. 2627-VCP (Del. Ch. Dec. 16, 2011), read opinion denying a motion for reargument here. The Court of Chancery’s original 117-page decision from September 2011 involving the award of damages for breach of an “agreement to negotiate in good faith” was highlighted on these pages here…
Chancery Confirms and Clarifies Delaware Law on Privilege Logs and How to Avoid Waiver by Insufficient Detail in a Privilege Log
Klig v. Deloitte LLP, C.A. No. 4993-VCL (Del. Ch. Sept. 7, 2010), read opinion here.
This 22-page opinion is must reading for any attorney who: (i) seeks to maintain an attorney-client privilege in Delaware litigation; (ii) needs to prepare a privilege log under Delaware law; (iii) practices in the Delaware Court of Chancery…
21st Annual Tulane Corporate Law Institute–Final Update
This is my sixth and final update from the corporate law seminar in New Orleans. The final panel today is titled: "The Role of Counsel in Transactions: Enhanced Ethics and Professionalism".
Members of the panel include Vice Chancellor Donald Parsons of the Delaware Chancery Court as well as several leading corporate practitioners.
Chancery Court Addresses Limited Scope of Its Subject Matter Jurisdiction
In Medek v. Medek, 2008 WL 4261017 (Del. Ch., Sept. 10, 2008), the Delaware Chancery Court described in great detail the limited scope of its subject matter jurisdiction, based in the distinction between the courts of equity as they were separated in "merry old England" compared to what were described as the "law courts". Still…