Justia Civil Procedure Opinion SummariesArticles Posted in Delaware Supreme Court
Brookfield Asset Management, Inc., v. Rosson
The issue presented from this interlocutory appeal of a Court of Chancery order holding that Appellees/Cross-Appellants, former stockholders of TerraForm Power, Inc. (“TerraForm”), had direct standing to challenge TerraForm’s 2018 private placement of common stock to Appellant/Cross-Appellees Brookfield Asset Management, Inc. and its affiliates, a controlling stockholder, for allegedly inadequate consideration. The trial court held that Plaintiffs did not state direct claims under Tooley v. Donaldson, Lufkin & Jennette, Inc., but did state direct claims predicated on a factual paradigm “strikingly similar” to that of Gentile v. Rossette, and that Gentile was controlling here. Appellants contended Gentile was inconsistent with Tooley, and that the Delaware Supreme Court’s decision in Gentile created confusion in the law and therefore ought to be overruled. Having engaged in a "full and fair presentation and searching inquiry has been made of the justifications for such judicial action," the Supreme Court overruled Gentile. Accordingly, the Court of Chancery's decision was reversed, but not because the Court of Chancery erred, but rather, because the Vice Chancellor correctly applied the law as it existed, recognizing that the claims were exclusively derivative under Tooley, and that he was bound by Gentile. View "Brookfield Asset Management, Inc., v. Rosson" on Justia Law
Manti Holdings, LLC et al. v. Authentix Acquisition Company, Inc.
In 2017, a third-party entity acquired Authentix Acquisition Company, Inc. (“Authentix”). The cash from the merger was distributed to the stockholders pursuant to a waterfall provision. The Authentix common stockholders received little to no consideration. A group of common stockholders filed a petition for appraisal to the Court of Chancery under Section 262 of the Delaware General Corporation Law (“DGCL”). Authentix moved to dismiss the petition, arguing that the petitioners had waived their appraisal rights under a stockholders agreement that bound the corporation and all of its stockholders. The Court of Chancery granted the motion to dismiss, holding that the petitioners had agreed to a clear provision requiring that they “refrain” from exercising their appraisal rights with respect to the merger. The court awarded the petitioners equitable interest on the merger consideration and declined to award Authentix pre-judgment interest under a fee-shifting provision. All parties appealed the Court of Chancery’s decisions. Pointing to Delaware’s "strong policy favoring private ordering," Authentix argued stockholders were free to set the terms that will govern their corporation so long as such alteration was not prohibited by statute or otherwise contrary to Delaware law. Authentix contended a waiver of the right to seek appraisal was not prohibited by the DGCL, and was not otherwise contrary to Delaware Law. "As a matter of public policy, there are certain fundamental features of a corporation that are essential to that entity’s identity and cannot be waived." Nonetheless, the Delaware Supreme Court determined the individual right of a stockholder to seek a judicial appraisal was not among those fundamental features that could not be waived. Accordingly, the Court held that Section 262 did not prohibit sophisticated and informed stockholders, who were represented by counsel and had bargaining power, from voluntarily agreeing to waive their appraisal rights in exchange for valuable consideration. Further, the Court found the Court of Chancery did not abuse its discretion by awarding the petitioners equitable interest on the merger consideration; nor did the court abuse its discretion by declining to award Authentix pre-judgment interest under a fee-shifting provision. Accordingly, the Court of Chancery’s judgment was affirmed. View "Manti Holdings, LLC et al. v. Authentix Acquisition Company, Inc." on Justia Law
In re Joseph Hurley, Esq.
Appellant Joseph Hurley represented Clay Conaway, a former college athlete charged with raping six women. After the case attracted media attention, the Superior Court entered an order prohibiting counsel from making public comments except to the extent permitted under Rule 3.6 of the Delaware Lawyers Rules of Professional Conduct (“DLRPC”). Hurley twice spoke to reporters while the order was in force. The court held that both sets of comments violated the order and found Hurley in civil contempt of court. On appeal, Hurley argued the Superior Court erred by holding that there was a substantial likelihood his comments would materially prejudice pending proceedings. Finding no reversible error, the Delaware Supreme Court upheld the contempt order. View "In re Joseph Hurley, Esq." on Justia Law
Coster v. UIP Companies, Inc.
The two equal stockholders of UIP Companies, Inc. were deadlocked and could not elect new directors. One of the stockholders, Marion Coster, filed suit in the Court of Chancery and requested appointment of a custodian for UIP. In response, the three-person UIP board of directors — composed of the other equal stockholder and board chairman, Steven Schwat, and the two other directors aligned with him— voted to issue a one-third interest in UIP stock to their fellow director, Peter Bonnell, who was also a friend of Schwat and long-time UIP employee (the “Stock Sale”). Coster filed a second action in the Court of Chancery, claiming that the board breached its fiduciary duties by approving the Stock Sale. She asked the court to cancel the Stock Sale. After consolidating the two actions, the Court of Chancery found what was apparent given the timing of the Stock Sale: the conflicted UIP board issued stock to Bonnell to dilute Coster’s UIP interest below 50%, break the stockholder deadlock for electing directors, and end the Custodian Action. Ultimately, however, the court decided not to cancel the Stock Sale. The Delaware Supreme Court reversed the Court of Chancery on the conclusive effect of its entire fairness review and remanded for the court to consider the board’s motivations and purpose for the Stock Sale. "If the board approved the Stock Sale for inequitable reasons, the Court of Chancery should have cancelled the Stock Sale. And if the board, acting in good faith, approved the Stock Sale for the 'primary purpose of thwarting' Coster’s vote to elect directors or reduce her leverage as an equal stockholder, it must 'demonstrat[e] a compelling justification for such action' to withstand judicial scrutiny." View "Coster v. UIP Companies, Inc." on Justia Law
Concerned Citizens of the Estates of Fairway Village v. Fairway Cap
Appellant, Concerned Citizens of the Estates of Fairway Village, was an unincorporated association composed of people who own property in Fairway Village (the “Community”), a planned residential community located in Ocean View, Delaware. Appellants Julius and Peggy Solomon, Edward Leary, Kenneth and Denise Smith, and Terry and Carmela Thornes (collectively, the “Homeowners”) owned properties in the Community and were members of Concerned Citizens of the Estates of Fairway Village. Appellee Fairway Cap, LLC was the Community's developer. Demand for vacant townhomes in the Community was weaker than the developers expected. In the winter of 2016, Fairway Cap, LLC hired a real estate consultant who recommended converting unsold townhome lots into a rental community. Fairway Cap, LLC accepted the advice, secured funding, and began working on the rental properties. Appellee Fairway Village Construction, Inc. was an entity involved in the construction. The Homeowners discovered the plan after seeing an advertisement for “The Reserve at Fairway Village,” a forthcoming rental community. The Homeowners raised various objections to the rental community, including that the proposed units did not conform with existing dwellings and would lower property values. The Town of Ocean View and Fairway Cap, LLC rejected all the objections, concluding that the planned construction complied with the housing code and was allowed under the Community’s governing documents. This appeal presented two questions for the Delaware Supreme Court's review: (1) whether the Court of Chancery erred by holding that the Community’s governing documents allowed the developer to build rental properties; and (2) whether the Court of Chancery erred by awarding damages for a wrongful injunction after releasing the bond posted with the court. Finding no reversible error, the Supreme Court affirmed the Court of Chancery's judgment. View "Concerned Citizens of the Estates of Fairway Village v. Fairway Cap" on Justia Law
Delaware Dept of Finance v. AT&T Inc.
The Delaware Department of Finance served an administrative subpoena on AT&T Inc. to produce records relating to a financial audit. AT&T refused to produce all of the requested records. The Department responded by filing a complaint in the Court of Chancery to enforce the subpoena. AT&T defended by claiming, among other things, that the subpoena exceeded the Department’s authority and was overbroad. The Court of Chancery held that, although the Department validly issued the subpoena, AT&T “met its burden to show that the scope of the subpoena is so expansive that enforcement would constitute an abuse” of the court’s process. The court noted that it had offered the Department the opportunity to supplement the record to explain why the subpoena should be enforced as written, but the Department declined the invitation. The court therefore quashed the subpoena in its entirety. The Department appealed the court’s decision. The Delaware Supreme Court affirmed the Court of Chancery’s judgment. Recognizing that the procedural and substantive aspects of administrative subpoena enforcement were issues of first impression in Delaware, the Supreme Court adopted the procedures and substance followed by the federal courts in administrative subpoena enforcement proceedings. Because the Court announced new procedural and substantive standards governing administrative subpoenas, it allowed the Department to serve a new subpoena on AT&T that complied with the guidance in the Court’s opinion. View "Delaware Dept of Finance v. AT&T Inc." on Justia Law
Wild Meadows MHC, LLC v. Weidman
Appellant Wild Meadows MHC, LLC challenged the Superior Court’s dismissal of its petition for a writ of prohibition. The Wild Meadows manufactured home community (the “Community”) owned by Appellant, was located in Dover, Delaware. The Community was governed by the Manufactured Home Owners and Community Owners Act and its subsection commonly known as the Rent Justification Act (the “Act”). Appellee Intervenor/Respondent Wild Meadows Homeowners’ Association (the “HOA”) represented these homeowners. Multiple homeowners rejected Wild Meadows’ rent increase and, through the HOA, filed a petition with the Delaware Manufactured Home Relocation Authority (the “Authority”). The Authority appointed Appellee David J. Weidman, Esquire as the arbitrator under the Act. Before the scheduled arbitration, the HOA requested financial information from Wild Meadows relating to the Community’s recent revenue and costs. Wild Meadows refused to provide this information. The HOA moved to compel discovery and a motion for summary judgment with Weidman. In his initial decision, Weidman granted discovery of any financial documents that Wild Meadows intended to rely upon at arbitration, but he denied the HOA’s motion to compel the production of additional financial documents from Wild Meadows. Determining he could compel discover, Weidman ordered Wild Meadows to submit a proposed confidentiality agreement, and ordered the HOA to submit any comments on the draft. After taking both parties' comments into consideration, Weidman issued a final confidentiality agreement, rejecting many of the changes the HOA proposed. Wild Meadows refused to sign the confidentiality agreement and filed the underlying application for a writ of prohibition in the Superior Court. Wild Meadows argued to the Delaware Supreme Court that the Superior Court erroneously held that the arbitrator appointed under Delaware’s Rent Justification Act had authority to compel discovery and impose a confidentiality agreement upon parties concerning discovery material. Finding no reversible error in the Superior Court's judgment, the Supreme Court affirmed. View "Wild Meadows MHC, LLC v. Weidman" on Justia Law
Gala v. Bullock
A Delaware superior court affirmed decisions by the Delaware Secretary of State (the “Secretary”) and the Delaware Board of Medical Licensure and Discipline (the “Board”) to revoke Dr. Nihar Gala’s medical license and controlled substance registration (“CSR”). The court upheld the Board’s and Secretary’s decisions after finding that substantial evidence existed to support the issued discipline. On appeal, Gala argued: (1) the Board’s decision to deliberate “behind closed doors” rendered the record incomplete for judicial review; (2) the Board and the Secretary were biased; and (3) the Board’s and the Secretary’s decisions to revoke his medical license and CSR were not supported by substantial evidence. The Delaware Supreme Court found the the Board and Secretary's decisions were supported by substantial evidence and were free from legal error. Accordingly, it affirmed the superior court. View "Gala v. Bullock" on Justia Law
Monzo v. Nationwide Property & Casualty Insurance Co.
In 2011, Appellants Eric Monzo and Dana Spring Monzo purchased a homeowners insurance policy issued by Appellee Nationwide Property & Casualty Co. (“Nationwide”). The policy contained standard exclusions for water damage and earth movement, along with optional water backup coverage. In July 2017, a heavy thunderstorm destroyed a pedestrian bridge and retaining wall located at the Monzos’ residence. A pair of engineering reports prepared after the storm indicated that a combination of water backups from drainage systems, scouring of supporting earth embankments, heavy rain, and tree debris caused the damage. The Monzos filed a claim with Nationwide, seeking coverage under the homeowners insurance policy. Nationwide denied coverage, and the Monzos sued. The court granted summary judgment for Nationwide, holding that the policy’s earth movement and water damage exclusions applied. The Monzos appealed, arguing the Superior Court erred by granting summary judgment too early in the discovery process, misinterpreting the policy, and denying a motion for post-judgment relief. Having reviewed the briefs and record on appeal, the Delaware Supreme Court: (1) affirmed the Superior Court’s holding that Nationwide was entitled to summary judgment regarding the collapsed bridge; (2) reversed the Superior Court’s holding that Nationwide was entitled to summary judgment regarding the retaining wall; and (3) affirmed the Superior Court’s denial of the Monzos’ post-judgment motion. View "Monzo v. Nationwide Property & Casualty Insurance Co." on Justia Law
LCT Capital, LLC v. NGL Energy Partners LP
In 2014, appellant and cross-appellee LCT Capital, LLC (“LCT”) helped appellee and cross-appellants NGL Energy Partners, LP and NGL Energy Holdings LLC (collectively, “NGL”) acquire TransMontaigne, a refined petroleum products distributor. LCT played an "unusually" valuable role in the transaction. The transaction generated $500 million in value for NGL, more than double the $200 million price that NGL paid to acquire TransMontaigne. NGL’s CEO Mike Krimbill represented on several occasions that LCT would receive an unusually large investment banking fee, but the parties failed to reach an agreement on all of the material terms. After negotiations broke down completely, LCT filed suit seeking compensation for its work under several theories, including quantum meruit and common law fraud. At trial, LCT presented a unitary theory of damages that focused on the value of the services that it provided, measured by the fee that Krimbill proposed for LCT’s work. Nonetheless, the jury verdict sheet had two separate lines for damages awards, one for the quantum meruit claim and another for the fraud claim. The jury found NGL liable for both counts, awarded LCT an amount of quantum meruit damages equal to a standard investment banking fee, and awarded LCT a much larger amount of fraud damages approximately equal to the unusually large fee that Krimbill proposed. Following post-trial briefing, the superior court set aside the jury’s awards and ordered a new trial on damages. LCT and NGL both filed interlocutory appeals of the superior court’s order. On appeal, LCT argued that benefit-of-the-bargain damages were available without an enforceable contract. On cross-appeal, NGL argued the superior court erred by ordering a new trial on damages because the jury’s quantum meruit award fully compensated LCT for its harm. NGL also argued it was entitled to judgment as a matter of law on the fraud claim. Finally, NGL argued the superior court provided the jury with erroneous fraudulent misrepresentation jury instructions. After review, the Delaware Supreme Court found LCT was not entitled to benefit-of-the-bargain damages and that the Superior Court did not abuse its discretion by ordering a new trial on quantum meruit damages. Nonetheless, the Supreme Court also held the superior court abused its discretion by ordering a new trial on fraud damages because LCT did not assert any independent damages to support its fraud claim. Accordingly, the Court affirmed in part and reversed in part the superior court’s judgment. View "LCT Capital, LLC v. NGL Energy Partners LP" on Justia Law