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  • Village Green Holding, LLC v. Holtzman

    Publication Date: 2018-10-17
    Practice Area: Corporate Entities | Deals and Transactions
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Montgomery-Reeves
    Attorneys: For plaintiff: Richard P. Rollo, Anthony M. Calvano, Courtney A. Carvill, Alan S. Loewinsohn and Kerry Schonwald, attorneys for plaintiffs
    for defendant: Brian E. Farnan , Michael J. Farnan and Marc L. Newman, attorneys for defendants.
    Case Number: D68319

    Plaintiffs were entitled to preliminary injunction precluding defendants from further litigating action in another jurisdiction where parties had valid forum selection clauses conferring exclusive jurisdiction on Delaware.

  • Marchand v. Barnhill

    Publication Date: 2018-10-10
    Practice Area: Corporate Entities
    Industry: Food and Beverage
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: Robert J. Kriner, Jr., Vera G. Belger, Michael Hawash and Jourdain Poupore, attorneys for plaintiff
    for defendant: Timothy R. Dudderar, Travis R. Dunkelberger,; Srinivas M. Raju and Kelly L. Freund, attorneys for defendants.
    Case Number: D68312

    Derivative breach of fiduciary duty claim failed where plaintiff failed to make or excuse pre-suit litigation demand upon the board, the majority of whom were sufficiently disinterested to exercise independent judgment of such demand, and where plaintiff had failed to plead the requisite scienter for a failure of oversight claim levied against directors.

  • In re Ryckman Creek Resources, LLC

    Publication Date: 2018-09-12
    Practice Area: Bankruptcy | Corporate Entities | Deals and Transactions
    Industry: Energy
    Court: U.S. Bankruptcy Court
    Judge: Judge Carey
    Attorneys: For plaintiff:
    for defendant:
    Case Number: D68281

    By providing notice of exercise of a call option, a party bound was bound to the minimum floor price provided in an unambiguous agreement.

  • QC Holdings, Inc. v. Allconnect, Inc.

    Publication Date: 2018-09-12
    Practice Area: Contractual Disputes | Corporate Entities | Mergers and Acquisitions
    Industry:
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: S. Mark Hurd, Alexandra M. Cumings, Danny David, Benjamin Sweet and Kelly Hanen for plaintiff
    for defendant: A. Thompson Bayliss, Cameron T. Kirby, Matthew L. DiRisio and Thomas G. Weber for defendant.
    Case Number: D68283

    A party properly exercised its rights under a put agreement, so the company was contractually obligated to pay the put price.

  • Fringer v. Kersey Homes, Inc.

    Publication Date: 2018-07-11
    Practice Area: Business Torts | Corporate Entities
    Industry: Construction | Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Dean A. Campbell, Law Office of Dean A. Campbell, P.A., Georgetown, DE, attorney for plaintiff
    for defendant: Richard E. Berl, Jr., Hudson, Jones, Jaywork & Fisher, LLC, Lewes, DE, attorney for defendants.
    Case Number: D68206

    Piercing of corporate veil granted where evidence indicated corporation fraudulently transferred sole asset to avoid collection by judgment creditor.

  • Law Journal Press | Digital Book

    Wrongful Use of Civil Proceedings and Related Torts in Pennsylvania, Second Edition

    Authors: George Bochetto, David P. Heim, John A. O’Connell, Robert S. Tintner

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  • US Ecology, Inc. v. Allstate Power Vac, Inc.

    Publication Date: 2018-07-04
    Practice Area: Contractual Disputes | Corporate Entities
    Industry:
    Court: Court of Chancery
    Judge: Chancellor Bouchard
    Attorneys: For plaintiff: Stephen C. Norman, Daniyal M. Iqbal, David B. Hennes, Lisa H. Bebchick and Joseph G. Cleeman for plaintiffs
    for defendant: Jon E. Abramczyk, D. McKinley Measley, Alexandra M. Cumings, William T. Pruit, Warren Haskel and Benjamin Cooper for defendants.
    Case Number: D68205

    Plaintiffs were not entitled to reimbursement of certain insurance payments following the sale of a subsidiary, because the purchase agreement did not provide for it.

  • Vinton v. Grayson

    Publication Date: 2018-06-27
    Practice Area: Corporate Entities
    Industry: Real Estate
    Court: Delaware Superior Court
    Judge: Judge Wallace
    Attorneys: For plaintiff: David B. Anthony and Sean A. Meluney for plaintiff
    for defendant: Neil R. Lapinski for defendant.
    Case Number: D68197

    The operating agreement of a limited liability company required members to make additional capital contribu-tions at the manager's discretion, and other members had standing to sue a member who failed to respond to a capital call.

  • Deutsch v. ZST Digital Networks, Inc.

    Publication Date: 2018-06-27
    Practice Area: Corporate Entities
    Industry: Hardware
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Theodore A. Kittila, James G. McMillan, III, Halloran Farkas & Kittila, LLP, Wilmington, DE; David Graff, Robins Kaplan LLP, New York, NY, attorneys for receiver
    for defendant: David L. Finger, Finger & Slanina, LLC, Wilmington, DE, attorney for non-parties.
    Case Number: D68191

    Foreign national officers of Delaware corporation could be subject to contempt proceedings in Section 220 action pursuant to statutory personal jurisdiction and privity with corporation.

  • The Marilyn Abrams Living Trust v. Pope Inv. LLC

    Publication Date: 2018-06-13
    Practice Area: Corporate Entities
    Industry:
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Thomas E. Hanson, Jr. and Jeffrey R. Blackwood for plaintiff
    for defendant: Jonathan M. Stemerman for defendants.
    Case Number: D68180

    A party that was awarded expenses under the bad faith exception to the American Rule was not entitled to re-cover expenses incurred on a subsequent appeal, nor was it able to recover additional fees incurred at the trial level.

  • Capone v. LDH Mgmt Holdings LLC

    Publication Date: 2018-05-09
    Practice Area: Corporate Entities
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Daniel A. Dreisbach and Ryan P. Durkin, Richards, Layton & Finger, PA, Wilmington, DE; Brendan V. Sullivan, Jr., Stephen L. Urbanczyk, Paul Mogin, Steven M. Cady, and Matthew H. Blumenstein, Williams & Connolly LLP, Washington, DC, attorneys for plaintiffs
    for defendant: Donald J. Wolfe, Jr., T. Brad Davey, and Seth R. Tangman, Potter Anderson & Corroon LLP, Wilmington, DE; Andrew Ditchfield, David B. Toscano, Edward Fu, and Sagar D. Thakur, Davis Polk & Wardwell LLP, New York, NY, attorneys for defendants.
    Case Number: D68134

    Cancellation certificate nullified where LLC failed to set aside reserve for viable, non-frivolous claims that it had knowledge of.