Delaware Complex Commercial Litigation Division Quarterly Update

November 7, 2019

Publication| Commercial Litigation

The four judges of the Superior Court’s Complex Commercial Litigation Division were busy in the third quarter of 2019.  As in quarters past, the judges authored opinions in cases involving indemnification disputes arising from merger agreements as well as insurance coverage cases.  In one of the highlights of this quarter, Judge LeGrow issued a decision holding that an appraisal action was a covered claim under an insurance policy—an issue of first impression in Delaware.  Trade secret litigation has become more common, with the CCLD being called upon to define the contours of Delaware trade secret law, even at the motion to dismiss stage, as Judge Wallace did this quarter.  For more information about the CCLD, please visit our website.    

In Issue of First Impression, Judge LeGrow Denies Summary Judgment to D&O Insurer Who Disputed Coverage for Costs of Defending Policyholder’s Appraisal Action
In Solera Holdings, Inc. v. XL Specialty Insurance Co., et al., C.A. No. N18C-08-315-AML-CCLD, plaintiff Solera held multiple D&O policies underwritten by the defendant insurers.  When Solera was privately acquired, its shareholders sought appraisal in Delaware’s Court of Chancery. 

Judge Wallace Addresses Competing Motions to Dismiss in Case Involving Non-Disclosure Agreements and Trade Secret Misappropriation
In Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250-PRW-CCLD, Judge Wallace granted defendant/counterclaim plaintiff PCS Wireless, LLC’s motion to dismiss the plaintiff’s misappropriation of trade secrets claim (Count I), and granted in part and denied in part plaintiff/counterclaim defendant Brightstar Corp.’s motion to dismiss PCS’s fraud (Count I) and breach of the implied covenant (Count III) counterclaims. The action arose from an effort between Brightstar and PCS to negotiate a strategic alliance and potential merger.     

Judge Wallace Dismisses Counterclaims as Barred by Delaware’s Statute of Limitations Because They Were Not “Purely Defensive”
In Coit Capital Securities, LLC v. Turbine Asset Holdings, LLC, et al., C.A. No. N17C-05-020-PRW-CCLD, Judge Wallace granted a motion to dismiss counterclaims because such counterclaims were not “purely defensive” and were brought outside of Delaware’s statute of limitations. 

Judge LeGrow Analyzes Asset Purchase Agreement in Connection with Environmental Dispute and Concludes Buyer Was Permitted to Offset Losses Regardless of the Parties’ Indemnification Obligations
V&M Aerospace LLC v. V&M Company, C.A. No. N18C-09-189-AML-CCLD stemmed from the plaintiff’s purchase of the defendant’s entire chrome plating business except for its environmentally contaminated land.  The asset purchase agreement provided specific indemnification provisions governing liability for the contamination. 
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Judge Johnston Grants Defendant’s Motion to Dismiss and Partially Grants, Partially Denies Plaintiff’s Motion to Dismiss Counterclaims in Dispute over Earn Out Payments
In Collab9, LLC v. En Pointe Technologies Sales, LLC, C.A. No. N16C-12-032-MMJ-CCLD, Judge Johnston granted the defendant’s motion to dismiss and partially granted the plaintiff’s cross motion to dismiss counterclaims. 

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