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…

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.…

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…

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 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…

Employers with at least 100 employees (and federal contractors with at least 50 employees and at least $50,000 in contracts with the federal government) must file an EEO-1 form with the Equal Employment Opportunity Commission (“EEOC”). Component 1 of the EEO-1 form requires listing the number of employees by job category, race, sex, and ethnicity. The…

In the context of making a loan secured by commercial real estate, a lender is right to be concerned about environmental contamination at that property, and how it may impact potential liability for cleanup and the value of the property as collateral. According to a survey by Environmental Data Resources (“EDR”), one out of every ten…

In Olenik v. Lodzinski, the Delaware Supreme Court provided further guidance regarding the circumstances under which the deployment of procedural protective devices pursuant to the so-called MFW standard—namely, the transaction’s negotiation and approval by an independent special committee and its adoption by a majority-of-the-minority vote—can operate to restore the presumption of the business judgment rule…

Today, Judge Connolly issued new form patent scheduling orders requiring detailed early disclosure of infringement and invalidity contentions (along with related document productions), which contentions can only be modified for good cause. In doing so, Judge Connolly created two separate scheduling orders—one for cases in which infringement is alleged, and one for cases in which only…