Many parties seek to litigate in the Delaware Court of Chancery, but it is not always possible to do so. Sometimes the opposite occurs and a party does not wish to litigate in the Chancery, but that party cannot escape the court’s jurisdiction. As a court of equity, the Chancery Court may acquire subject-matter jurisdiction over a matter in three different ways: (1) by a party’s invocation of an equitable right, such as a fiduciary duty claim; (2) by a party’s request for an equitable remedy such as specific performance when there is no adequate remedy at law; or (3) by the grant of statutory authority, such as 8 Del. C. § 111, which grants the Chancery Court authority over actions to interpret the provisions of corporate documents.
The court recently addressed the latter two methods of obtaining subject-matter jurisdiction in Darby Emerging Markets Fund v. Ryan, C.A. No. 8381-VCP (Del. Ch. Nov. 27, 2013). This action arose from a dispute concerning a minority shareholder’s assertion of rights pursuant to a shareholders’ agreement and the articles of association of a Cayman Islands company.
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