The last quarter of 2017 found the Delaware Superior Court’s Complex Commercial Litigation Division issuing a number of significant decisions in cases arising out of mergers and acquisitions and asset purchase agreements.

In Catlin Specialty Insurance Co. v. CBL & Associates Properties, Inc., C.A. No. N16C-07-166 PRW CCLD (Sept. 20, 2017), Judge Wallace denied the defendants’ Motion for Judgment on the Pleadings, and granted the plaintiff’s Motion for Judgment on the Pleadings on all counts except a claim for unjust enrichment. In their cross-motions, both parties requested a…

In Turf Nation, Inc. v. UBU Sports, Inc., C.A. No. N17C-01-271-EMD [CCLD], Judge Davis granted an individual defendant’s motion to dismiss the plaintiff’s complaint for lack of personal jurisdiction. This case began when plaintiff Turf Nation, Inc. sued defendant UBU Sports, Inc. for breach of contract. Turf Nation also asserted claims against UBU Sports and Joseph…

In Raytheon Co. v. BAE Systems Technology Solutions & Services Inc., 2017 WL 5075376 (Del. Super. Ct. Oct. 30, 2017), Raytheon Company brought suit against BAE Systems Technology Solutions & Services alleging seven counts: (1) breach of contract, (2) breach of the implied covenant of good faith and fair dealing, (3) contractual indemnification, (4) unjust enrichment,…

In Clean Harbors, Inc. v. Union Pacific Corp., C.A. No. N15C-07-081 MMJ CCLD, Judge Johnston decided post-trial motions following a jury verdict in a breach of contract case. Plaintiff Clean Harbors, Inc. had sued defendant Union Pacific Corporation (“UPC”) for breaching an environmental indemnity provision in a stock purchase agreement (“SPA”). Specifically, Clean Harbors sought to…

In Novipax Holdings LLC, et al. v. Sealed Air Corp., et al., C.A. No. N17C-03-1682 EMD, Judge Davis denied a motion to dismiss a complaint filed by plaintiffs Novipax Holdings LLC and Novipax LLC (collectively, “Novipax”) against defendants Sealed Air Corporation, Cryovac, Inc., Sealed Air Corporation (US), and Sealed Air Corporation (Canada) (collectively, “Sealed Air”). Novipax…

This article is intended as a primer for Delaware lawyers who render third-party legal opinions in real estate finance transactions and for use by lawyers who represent clients receiving third-party legal opinions from Delaware counsel in a financing transaction secured by real estate located in the State of Delaware. This article was informed by various reports…

In today’s business world, where contracts between corporations areheavily negotiated and contracting parties are, generally, strictly boundby the terms agreed to in those contracts, most contracting parties feelthat including standards to delineate the effort each party must put intoupholding the terms of the contract is absolutely critical. Thesestandards, known as “efforts standards,” vary and include “good…

In Telebrands Corp. v. 1ByOne Products Inc., No. 17-997-JFB-SRF (D. Del. Nov. 21, 2017), Magistrate Judge Fallon denied the defendant’s motion to dismiss for failure to state a claim as moot. After moving to dismiss, the defendant answered the complaint and asserted counterclaims for a declaratory judgment of invalidity and non-infringement of the two asserted patents…

In IBM v. Groupon, Inc., No. 16-122-LPS-CJB (D. Del. Nov. 17, 2017), Chief Judge Stark denied Groupon, Inc.’s motion for judgment on the pleadings that half of the asserted patents, covering the display of information from local storage, were invalid under Section 101. In a separate litigation, the Court had previously found under the first …