In WSFS Financial Corporation and Wilmington Savings Fund Society, FSB v. Great American Insurance Company, C.A. No. N18C-09-088 EMD [CCLD], Judge Davis granted in part and denied in part the defendant’s partial motion to dismiss the plaintiffs’ breach of contract and implied covenant of good faith and fair dealing claims. The action arose from an insurance…

In a lengthy bench ruling, Judge Wallace partially granted and partially denied a plaintiff’s motion to dismiss a first-amended counterclaim, and denied a motion to strike an affirmative defense. Smart Sand, Inc. v. US Well Services LLC, C.A. No. N19C-01-144 PRW [CCLD] involved a dispute over a contract for frac sand. The counter-claimant alleged that the…

In Lennox Industries Inc. & Allied Air Enterprises LLC v. Alliance Compressors LLC, C.A. No. N19C-03-045 AML [CCLD] (the “CCLD action”), Judge LeGrow denied a motion to dismiss and stayed a first-filed CCLD action to allow the Court of Chancery to consider a competing motion in a later-filed action. Here, the competing actions were filed days…

In the second quarter of 2019, the CCLD judges handled numerous contract cases and, in a series of opinions, reinforced that the implied covenant of good faith and fair dealing should be applied “sparingly.” There was also a multi-week jury trial in a case involving a dispute over a business acquisition.

In West v. Access Control Related Enterprises, LLC, et al, C.A. No. N17C-11-137 MMJ [CCLD], Judge Johnston granted in part and denied in part a motion to dismiss. The case arose from the termination of William West, CFO and COO of Access Control Related Enterprises, LLC (“ACRE”). Prior to West’s termination, LLR Equity Partners (“LLR”) purchased…

For a number of years, the Delaware Limited Liability Company Act (the “LLC Act”) has permitted Delaware limited liability companies (“LLCs”) to establish designated series of members, managers, limited liability company interests or assets. In 2007, the LLC Act was amended to provide series the power and capacity to, in their own names, enter into contracts,…

Stockholder plaintiffs generally face a high burden insurviving a motion to dismiss on so-called Caremarkclaims challenging the board’s compliance with its dutyof oversight. A recent Delaware Supreme Court opinionillustrates the circumstances in which a plaintiff makinga Caremark claim may withstand a motion to dismiss.It also provides guidance on implementing and monitoringsystems and controls to…

Over the last three decades, the demands placed on public company directors have increased exponentially. In addition to ordinary course audit committee, compensation committee, compliance and business oversight work, directors are now expected to animate the company’s sustainability programs, focus a keen eye on boardroom diversity and “refreshment,” understand cyber and other enterprise risks, and assure…

In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery upheld a provision in a private-company merger agreement precluding a buyer from using the seller’s privileged emails against the seller in post-closing litigation. Following the guidance from the decision in Great Hill Equity Partners…