Delaware Business Litigation Report

Delaware Business Litigation Report

Category Archives: Jurisdiction

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Court Of Chancery Explains The Conspiracy Theory Of Jurisdiction

Posted in Case Summaries, Jurisdiction
Reid v. Siniscalchi, C.A. 2874-VCN (November 20, 2014) Under the conspiracy theory of jurisdiction, a non-resident may still be subject to Delaware court jurisdiction if a co-conspirator commits an act in Delaware in furtherance of the conspiracy. While that is a simplified version of the law, this decision explains the theory in detail… Continue Reading

Court Of Chancery Retains Suit After Martinez Ruling

Posted in Jurisdiction
VTB Bank v. Navitron Projects Corp,. C.A. 8514-VCN (April 28, 2014) After the Delaware Supreme Court’s Martinez decision dismissing a case on forum grounds, some thought that Delaware might reject other cases as well. This decision limits Martinez’s scope and makes it clear that Delaware entities will be subject to Delaware jurisdiction in the circumstances … Continue Reading

District Court Clarifies Who Is A Manager

Posted in Jurisdiction
Wakley Limited v. Ensotran LLC, C.A. 12-728-GMS (March 18, 2014) Under the Delaware LLC Act, a manager or a person who acts like a manager is subject to jurisdiction in Delaware in a breach of duty case arising out of her management.  Because the LLC agreement usually sets out who is a "manager," that is … Continue Reading

Court Of Chancery Explains Conspiracy Jurisdiction

Posted in Jurisdiction
Lake Treasure Holdings Ltd. v. Foundry Hill GP LLC, C.A. 6546-VCL (November 21, 2013) The so-called conspiracy theory of jurisdiction over a non-resident is often misunderstood. This decision is useful because: (1) it explains the relationship between jurisdictional discovery and the burden of alleging facts sufficient to establish jurisdiction and (2) it again explains what must … Continue Reading

Court Of Chancery Upholds Forum Selection Bylaw

Posted in Jurisdiction
Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. 7220-CS (June 25, 2013) The Court of Chancery has upheld a bylaw that selects Delaware as the only forum for internal corporate disputes. The Court  did leave open the possibility that such a bylaw might be later challenged on narrow grounds that it was improper in … Continue Reading

Supreme Court Reinvigorates Istituto Bancario

Posted in Jurisdiction
Matthew v. Flakt Woods Group SA, No. 150, 2012 ( November 20, 2012) For some time the conspiracy theory of jurisdiction, first set out in the famous Istituto Bancario decision, has had little success in conferring jurisdiction over foreign entities.  With this new decision by the Delaware Supreme Court, that trend may be reversed.  The key holding … Continue Reading

Court Of Chancery Dismisses Improperly Notarized Complaint

Posted in Jurisdiction
Bessenyei v. Vermillion, Inc., C.A. 7572-VCN (November 16, 2012) This is a troubling decision.  One plaintiff, through the efforts of the other plaintiff who is a lawyer, used a false verification when the complaint was filed. The Court of Chancery requires all complaints be verified.  As a result, the Court dismissed the complaint under the rule of Parfi … Continue Reading

Court of Chancery Dismisses Limited Liability Partership Act Suit

Posted in Jurisdiction
New Media Holding Company LLC v. Brown,  C.A. 7516-CS (November 14, 2012) This decision deals with a hole in Delaware jurisprudence.  Generally, the statutes authorizing each form of Delaware entity contain a provision whereby the managers of that entity submit themselves to the jurisdiction of the Delaware courts for acts in their managerial capacity.  But, as … Continue Reading

Court Of Chancery Explains Conspiracy Jurisdiction

Posted in Jurisdiction
Hospitalists of Delaware, LLC. v. Lutz, C.A. 6221-VCP (August 28, 2012) This is an important decision because it explains the theory of jurisdiction over alleged conspirators. While that basis for jurisdiction has been around since the Istituto Bancario decision, it is still hard to understand.  The guidance this decision provides to that law and the conspiracy … Continue Reading

Court Of Chancery Resolves Who May Bring Derivative Claims After Dissolution

Posted in Case Summaries, Derivative Claims, Jurisdiction
Matthew v. Laudamiel, C.A. 5957-VCN (February 21, 2012) This decision resolves who may bring a derivative claim after an LLC has been dissolved.  The argument made by 1 of the parties was that after dissolution, any member may bring a derivative claim directly.  The Court rejected that argument and concluded that the claim still must be brought in … Continue Reading

Court Of Chancery Explains The Incorporation Basis For Personal Jurisdiction

Posted in Jurisdiction
Connecticut General Life Insurance Company v. Pinkas, C.A. 5724-VCN (October 28, 2011) It is sometime claimed that the act of incorporating a Delaware corporation is enough to subject the incorporator to jurisdiction in Delaware.  After all, an old case does do just that.  But as this decision points out, the act of incorporating has to … Continue Reading

Court Of Chancery Upholds Forum Selection In England

Posted in Jurisdiction
Ashall Homes Limited v. ROK Entertainment Group Inc., C.A. 4643-VCS (April 23, 2010) This decision is interesting because it upholds a forum selection clause requiring litigation in England.  How these parties could have not chosen Delaware seems unbeliveable. The opinion also applied the forum selection not just to disputes that were based on the parties’ contract, … Continue Reading