In Orexo AB v. Actavis Elizabeth LLC, No. 17-205-CFC (Mar. 12, 2019), Judge Connolly denied the plaintiffs’ motion for summary judgment to preclude the defendants from challenging the invalidity of the asserted patent. In an earlier case, the plaintiffs had accused one of the defendants here of infringing the same patent, but by a different product.…

Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Revised Uniform Partnership Act (GP Act) (collectively, the LLC and Partnership Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more significant…

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…

Legislation proposing to amend the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act has been introduced to the Delaware General Assembly.

Judge Davis completed a week-long bench trial in Flowshare v. GeoResults, C.A. No. N17C-07-227 EMD CCLD, on April 12, 2019. Plaintiffs Flowshare, LLC and its founder, Eric Fogle, brought this action on July 21, 2017 asserting various claims of fraud and breach of contract arising out of a purchase agreement for the assets of GeoResults, Inc.…

In Optical Air Data Systems, LLC v. L-3 Communications Corp., et al., C.A. No. N17C-05-619 EMD CCLD, Judge Davis granted partial summary judgment in favor of the defendants and counterclaim plaintiffs L-3 Communications Corporation, Display Systems Division, and L-3 Communications Avionics Systems, Inc. (collectively, “L-3”). The decision arose from cross-motions for summary judgment filed shortly prior…

In Winshall v. Viacom International, Inc., C.A. No. N15C-06-137 EMD CCLD, Judge Davis denied the plaintiff’s motion for partial summary judgment and granted in part the defendant’s motion for summary judgment on all counts. This suit was the latest in a string of cases related to the merger of Harmonix Music Systems (“Harmonix”) with Viacom International…

In Sun Life Assurance Company of Canada − U.S. Operations Holdings, Inc. v. Group One Thousand One, LLC f/k/a Delaware Life Holdings, LLC, C.A. No. N18C-07-173 AML CCLD, Judge LeGrow denied the defendant’s motion to dismiss or, in the alternative, to transfer finding that the Superior Court had jurisdiction over the plaintiff’s breach of contract action.…

The first quarter of 2019 was a busy one in the Superior Court’s Complex Commercial Litigation Division (“CCLD”). In this quarter, the judges addressed issues dealing with the intersection between the equitable jurisdiction of the Delaware Court of Chancery and the legal jurisdiction of the Superior Court. In addition, the Court held a trial in an M&A dispute—an increasing area of activity for the CCLD (along with trade secret and other technology disputes).

In Cooper Industries, LLC v. CBS Corporation, C.A. No. N18C-03-175 WCC CCLD, Judge Carpenter denied defendant CBS Corporation’s motion to dismiss, which sought dismissal of plaintiff Cooper Industries, LLC’s breach of contract and indemnification claims. This action arose out of a 1982 agreement for the sale of the lighting products business of Westinghouse Electric Corporation to…