Barry M Klayman

March 31, 2021 | Delaware Business Court Insider

Does a defendant in a complaint brought under 10 Del. C. Section 3901 concede or default on the allegations against it by moving to dismiss under Rule 12 only one of the counts in the complaint without first answering the complaint in whole or in part by affidavit?

By Barry M. Klayman and Mark E. Felger

7 minute read

March 03, 2021 | Delaware Business Court Insider

The question posed by the vice chancellor was whether a petitioner could invoke equity to benefit from her own illegal act as a trustee. He answered no—that to apply equity in favor of the trustee, allowing her to benefit from her own unlawful act, would sully equity itself.

By Barry M. Klayman and Mark E. Felger

7 minute read

February 03, 2021 | Delaware Business Court Insider

In Surf's Up Legacy Partners (f/k/a KAABOO) v. Virgin Fest, Superior Court Judge Paul Wallace, in an opinion resounding with musical allusions, invoked the affiliate privilege doctrine to dismiss a claim for tortious interference.

By Barry M. Klayman and Mark E. Felger

6 minute read

January 13, 2021 | Delaware Business Court Insider

A recent decision by Vice Chancellor Kathaleen McCormick presents a primer on increasingly common defenses to stockholder books and records inspection demands and a cautionary tale for defendants in Section 220 proceedings who opt to pursue overly aggressive defense strategies that seek to place obstacles to the use of Section 220 as a quick and easy pre-filing discovery tool.

By Barry M. Klayman and Mark E. Felger

10 minute read

December 09, 2020 | Delaware Business Court Insider

A long line of cases has held that a standard indemnification provision in a bilateral commercial contract will be presumed not to provide for fee-shifting with respect to claims between the contracting parties absent a clear and unequivocal articulation of an intent to do so.

By Barry M. Klayman and Mark E. Felger

7 minute read

November 04, 2020 | Delaware Business Court Insider

The dispute involved 140 acres of farmland near Milton, Delaware. Two siblings had acquired the property from their parents by gift and purchase. In a written co-ownership agreement, they agreed to waive any right that they may have to seek partition of the property without the prior written consent of the other.

By Barry M. Klayman and Mark E. Felger

6 minute read

October 07, 2020 | Delaware Business Court Insider

In MTA Canada Royalty v. Compania Minera Pangea, Judge Abigail LeGrow considered whether an agreement's anti-assignment clause operated to void an assignment that occurred as a result of a subsequent merger between a contracting party to the agreement and a third party.

By Barry M. Klayman and Mark E. Felger

6 minute read

September 02, 2020 | Delaware Business Court Insider

A creditor on behalf of the company sues its controllers and advisors for looting the company, and the company files for bankruptcy, which stays the litigation and shifts the authority to pursue the claims from the creditors to a Chapter 7 trustee.

By Barry M. Klayman and Mark E. Felger

7 minute read

August 05, 2020 | Delaware Business Court Insider

Who controls the privilege for a seller's pre-sale attorney-client communications in the case of an asset purchase transaction?

By Barry M. Klayman and Mark E. Felger

7 minute read

July 01, 2020 | Delaware Business Court Insider

Delaware's borrowing statute provides that a suit to enforce a cause of action that arises outside of Delaware cannot be brought in a Delaware court after the expiration of the applicable Delaware statute of limitations or the statute of limitations of the state or country where the cause of action arose, whichever is shorter.

By Barry M. Klayman and Mark E. Felger

8 minute read