In the recent Delaware Supreme Court decision of Leaf Invenergy Co. v. Invenergy Renewables, LLC, No. 308, 2018 (Del. May 3, 2019), the High Court found that a nominal damages award of $1 by the Court of Chancery in a suit over a multi-billion dollar sale of a portion of defendant/appellee Invenergy Wind LLC
Case Summaries
Delaware Supreme Court Overturns Chancery’s Aruba Appraisal Decision
By Carl Neff on
Posted in Appraisal Actions, Case Summaries
On April 17, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Delaware Court of Chancery in Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., No. 368, 2018 (Del. Apr. 17, 2019). In Aruba, the Supreme Court reversed the trial court’s fair value award of $17.13 a share, directing the…
Chancery Applies Rule 15(aaa) to Action Transferred from Superior Court
By Carl Neff on
Posted in Case Summaries, Rules and Links
In the recent decision of Otto Candies, LLC v. KPMG, LLP, C.A. No. 2018-0435-MTZ (Del. Ch. Apr. 25, 2019), the Delaware Court of Chancery found that Rule 15(aaa) applied to a case transferred from the Superior Court when plaintiffs, faced with a motion to dismiss for failure to state a claim under Rule 12(b)(6),…
Court of Chancery Finds Personal Jurisdiction Lacking under the Implied Consent Statute of the LLC Act
By Carl Neff on
Posted in Case Summaries
In the recent decision of CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019), the Delaware Court of Chancery addressed whether certain named defendants were subject to jurisdiction in Delaware under the implied consent statute of 6 Del. C. § 18-109(a). That statute provides a statutory basis for “managers” (as…
Delaware Supreme Court Finds Ambiguity in Contract Terms; Overturns Lower Court’s Granting of Summary Judgment
By Carl Neff on
Posted in Case Summaries
In the recent Delaware Supreme Court decision of Sunline Commercial Carriers, Inc. v. CITGO Petroleum Corp., No. 185,2018 (Del. Mar. 7, 2019), at issue between the parties to two related contracts was the computation of the termination date. The parties had contracted for defendant/appellee CITGO to ship oil using the trucking company of the…
Delaware Supreme Court Holds that Contract May be Voided by LLC Agreement; Remands for Further Proceedings
By Carl Neff on
Posted in Case Summaries, Entity Formation
In the recent Delaware Supreme Court decision of CompoSecure LLC v. Cardux LLC, C.A. No. 177, 2018 (Del. Nov. 7, 2018), the High Court found that a contract may be rendered void because it did not comply with the requirements set forth in an LLC agreement formed by the parties to the contract for…
Supreme Court Applies Business Judgment Rule to Merger under MFW Standard
By Carl Neff on
Posted in Case Summaries
In Flood v. Synutra Int’l, Inc., No. 101, 2018, (Del. Oct. 9, 2018), the Delaware Supreme Court held that a controlling stockholder who pursues a merger with the company under its control will have the benefit of the business judgment review standard pursuant to Kahn v. M&F Worldwide Corp., 88 A.3d 635…
LLC Operating Agreement Rescinded for Fraud in the Inducement
By Carl Neff on
Posted in Case Summaries
In the recent decision of Trascent Management Consulting, Inc. v. Bouri, C.A. No. 10915-VCMR (Del. Ch. Sept. 10, 2018), the Delaware Court of Chancery rescinded an operating agreement of a Delaware limited liability company. In the 75-page opinion, Vice Chancellor Montgomery Reeves found that defendant George Bouri fraudulently induced the formation of the limited…
Chancery Declines to Issue TRO Amounting to a Prior Restraint of Speech
By Carl Neff on
Posted in Case Summaries
In the recent decision of CapStack Nashville 3 LLC, et al. v. MACC Venture Partners, et al., C.A. No. 2018-0552-SG (Del. Ch. Aug. 16, 2018), the Delaware Court of Chancery declined to enter a temporary restraining order (“TRO”) which would amount to a prior restraint of speech. Plaintiffs sought a TRO to temporarily enjoin…
Chancery Holds that Anti-Reliance Provision Bars Claim for Fraudulent Misrepresentation
By Carl Neff on
Posted in Case Summaries
The recent decision of ChyronHego Corporation v. Wight, C.A. No. 2017-0548-SG (Del. Ch. July 31, 2018), provides helpful guidance regarding the effectiveness of anti-reliance provisions in a contract.
ChyronHego clarifies that in order for the anti-reliance provision to be effective under Delaware law,
[T]he contract must contain language that, when read together, can be
…