Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JP Morgan Chase Bank

The dispute pending before the United States Court of Appeals for the Second Circuit centered on the effect of a UCC termination statement – a “UCC-3 termination statement” – filed with the Delaware Secretary of State on behalf of General Motors Corporation. That termination statement, by its plain terms, purported to extinguish a security interest on the assets of General Motors held by a syndicate of lenders, including JPMorgan Chase Bank, N.A. But neither JPMorgan nor General Motors subjectively intended to terminate the term loan security interest when General Motors filed the termination statement. General Motors’ counsel for a separate “synthetic lease” financing transaction, Mayer Brown LLP, had inadvertently included the term loan security interest on the termination statement that it filed in the process of unwinding the synthetic lease. According to JPMorgan, no one at General Motors, Mayer Brown, or Simpson Thatcher Bartlett LLP (JPMorgan’s counsel for the synthetic lease transaction) noticed this error, even though individuals at each organization reviewed the filing statement before the termination statement was filed. After General Motors filed for reorganization under Chapter 11 of the Bankruptcy Code, JPMorgan informed the unofficial committee of unsecured creditors that a UCC-3 termination statement relating to the term loan had been inadvertently filed. The Creditors Committee commenced a proceeding against JPMorgan in the United States Bankruptcy Court for the Southern District of New York seeking, among other things, a determination that the filing of the UCC-3 termination statement was effective to terminate the term loan security interest and thus render JPMorgan an unsecured creditor on par with the other General Motors unsecured creditors. JPMorgan contested that argument, asserting that it had not authorized the termination statement releasing the term loan security interest, and that the statement was erroneously filed because no one at General Motors, JPMorgan, or the law firms working on the synthetic lease transaction recognized that the unrelated term loan security interest had been included on the statement. On cross-motions for summary judgment, the Bankruptcy Court found for JPMorgan on various grounds, including that JPMorgan had not empowered Mayer Brown to act as its agent in releasing the term loan security interest in the sense that it had only authorized Mayer Brown to file an accurate termination statement that released security interests properly related to the synthetic lease transaction. The Second Circuit certified a question of Delaware law to the Supreme Court in order to resolve the appeal of this case before it: "Under UCC Article 9(as adopted into Delaware law by Del. Code Ann. tit. 6, art. 9), for a UCC-3 termination statement to effectively extinguish the perfected nature of a UCC-1 financing statement, is it enough that the secured lender review and knowingly approve for filing a UCC-3 purporting to extinguish the perfected security interest, or must the secured lender intend to terminate the particular security interest that is listed on the UCC-3?" The Delaware Supreme Court answered under the assumption that the term "effectively extinguish" as used by the Second Circuit centered on whether reviewing the termination statement and knowingly approving it for filing had the effect specified in section 9-513 of the Delaware’s version of the Uniform Commercial Code (UCC), which is that “the financing statement to which the termination statement relates ceases to be effective." On that assumption, the Delaware Court answered that "the unambiguous provisions of Delaware’s UCC dictate that the answer is that 'it [is] enough that the secured lender review and knowingly approve for filing a UCC-3 purporting to extinguish the perfected security interest.'" Under the Delaware UCC, parties in commerce are entitled to rely upon a filing authorized by a secured lender and assume that the secured lender intends the plain consequences of its filing.View "Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JP Morgan Chase Bank" on Justia Law

EV3, Inc. v. Lesh, M.D., et al.

This case came before the Supreme Court on appeal of a jury verdict which found that ev3, Inc., the buyer of Appriva Medical, Inc., breached its contractual obligations to Appriva’s former shareholders, who gave up their shares in the merger. The merger agreement between ev3 and Appriva provided for the bulk of the payments to the Appriva shareholders to be contingent upon the timely accomplishment of certain milestones toward the approval and marketability of a medical device that Appriva was developing. After it became clear that the milestones were not going to be achieved, the former Appriva shareholders sued. At many points during the trial, ev3 attempted to convince the Superior Court that a non-binding letter of intent should not be used to interpret or contradict the clear terms of the merger agreement, but the Superior Court adhered to the contrary view advocated by Appriva. Appriva was permitted to argue to the jury that ev3 not only failed to act in good faith under the agreement, but that it breached a “promise” to honor the Funding Provision contained in the non-binding letter of intent. The jury agreed that ev3 had breached its contractual obligations and determined that ev3 owed Appriva the full amount of the milestone payments, $175 million. On appeal, ev3 argued that the Superior Court erred by permitting Appriva to argue that the Funding Provision in the non-binding letter of intent continued to bind ev3, and also that the non-binding letter of intent modified the “sole discretion” standard set forth in the agreement. After review, the Supreme Court concluded that the Superior Court erred by accepting Appriva’s position that the non-binding Funding Provision within the letter of intent was admissible to affect the meaning of the merger agreement. The case was remanded for further proceedings. View "EV3, Inc. v. Lesh, M.D., et al." on Justia Law

Thomas v. Thomas

In 2011, wife Stacey Thomas filed for divorce from husband Calvin Thomas, which was granted in early 2012. After that, the Family Court rendered final decisions on several ancillary matters. Husband raised six issues on appeal of those decisions: (1) the Family Court erred by not equally dividing the marital property; (2), erred by determining that the Wife was dependent and therefore entitled to alimony; (3) erred by applying a 2.5 percent interest rate to calculate the Wife’s income from her inheritance, instead of some higher interest rate; (4) erred when it refused to retroactively modify the amount of the interim alimony award; (5) the Family Court imposed an impermissible punitive fine when it found Husband in contempt of its interim alimony order; and (6) the Family Court erred when it awarded Wife a portion of her attorney’s fees. Upon review, the Supreme Court concluded the Family Court erroneously applied the alimony statute in making its final award. The other issues raised by the Husband were without merit. Therefore, the judgment of the Family Court was affirmed in part, and reversed in part. The case was remanded to the Family Court for further proceedings. View "Thomas v. Thomas" on Justia Law

Taylor v. Taylor

Appellant (Husband) Austin Taylor appealed a Family Court decision denying his Motion to Reopen an Alimony Order, which was entered by the court without his participation. On appeal, Husband argued that a default judgment was not appropriate under Rule 60(b) because he was not properly served, and he did not have a fair opportunity to contest the amount of the obligation imposed upon him. "The decision to reopen an alimony order lies in the sound discretion of the Family Court. But this case involves unusual circumstances," and the Supreme Court concluded that the Family Court abused its discretion in denying the Husband’s motion to reopen. View "Taylor v. Taylor" on Justia Law

Benge v. Delaware

On May 9, 2014, defendant-appellant, John Benge, Jr., appealed a January 16, 2014 superior court order denying his Motion for Modification of Probation and an April 9, 2014 order denying his Motion for Reargument. On May 29, 2014, Benge filed an appeal of another superior court's February 14, 2014 order denying his Motion for Modification of Probation and April 29, 2014, order denying his Motion for Reargument. After Benge filed his opening briefs in both appeals, the State filed a Motion to Consolidate the appeals. Then on August 27, 2014, Benge filed a Motion for Expedited Further Proceedings. Based on his calculations, he claimed that his probation had ended on May 9, 2014, except for Level I Restitution Only probation, and yet he remained subject to the conditions of Level III probation. The State did not oppose the motion because briefing had already been completed. In light of the completion of briefing and submission of the matter for decision as of September 12, 2014, the Supreme Court held that the Motion for Expedited Further Proceedings was moot. On appeal, Benge argued that the two Superior Court judges erred in denying his motions to reduce the level of his supervision from Level III to Level I and that the length of his probation was calculated incorrectly. Upon consideration of the briefs of the parties and the record below, the Supreme Court found no reversible errors, and affirmed. View "Benge v. Delaware" on Justia Law

Hoskins v. Delaware

Defendant-appellant Tremein Hoskins appealed a Superior Court order denying his Rule 61 Motion for Postconviction Relief following his conviction of murder second degree. Hoskins brought five arguments on appeal, all relating to the performance of his trial counsel: (1) the Superior Court erred in relying on his counsel’s affidavit in response to Hoskins’ Motion for Postconviction Relief, creating a structural error that violated his Sixth Amendment right to counsel; (2) his counsel was ineffective when he failed to request an accomplice credibility jury instruction; (3) his counsel was ineffective when he failed to request a single theory unanimity jury instruction; (4) his trial counsel was ineffective when he failed to object to the admissibility of out-of-court statements made by his accomplice; and (5) the cumulative effect of trial counsel’s actions resulted in an unfair trial. Finding no merit to any of these contentions, the Delaware Supreme Court affirmed. View "Hoskins v. Delaware" on Justia Law

Lum v. Delaware

Appellant Clifford Lum argued that his convictions for the offenses of possession of ammunition and possession of a deadly weapon by a person prohibited should have been vacated because the Superior Court erred in denying his motion for a judgment of acquittal. Lum argued that the State did not present sufficient evidence in its case-in-chief for the Court to have concluded he knowingly possessed those items. Finding the evidence sufficient to support his convictions, the Supreme Court affirmed. View "Lum v. Delaware" on Justia Law

Shapria, M.D. et al. v. Christiana Care Health Services, Inc., et al.

The patient in this case alleged that his physician negligently performed a surgical procedure and breached his duty to obtain informed consent. The patient also sued the supervising health services corporation based on vicarious liability and independent negligence. The jury found both the physician and the corporation negligent and apportioned liability between them. On appeal, the physician and corporation argued the trial court erred in several evidentiary rulings, incorrectly instructed the jury on proximate cause, and wrongly awarded pre- and post-judgment interest. In cross appeals, the physician and corporation sought review of the trial court’s decision to submit a supplemental question to the jury, as well as its failure to alter the damages award based on the jury’s response to that supplemental question. The Supreme Court affirmed the judgment in favor of the patient. The trial court should not have requested supplemental information from the jury after the verdict. Although the trial court decided not to modify the verdict, the jury’s response to the supplemental question arguably could have affected other proceedings between the physician and corporation. The case was remanded with instructions to the Superior Court to vacate the supplemental verdict. View "Shapria, M.D. et al. v. Christiana Care Health Services, Inc., et al." on Justia Law

Luttrell v. Delaware

Defendant-appellant Ronald Luttrell appealed his convictions for Attempted Rape in the First Degree, three counts of Unlawful Sexual Contact in the First Degree, one count of Attempted Unlawful Sexual Contact in the First Degree, and two counts of Indecent Exposure. Defendant raised two issues on appeal: (1) the Superior Court abused its discretion when it failed to grant his motion for a bill of particulars, because the indictment did not clearly delineate the acts for which he was being prosecuted or when they occurred, and therefore it did not allow him to adequately prepare a defense or protect him from double jeopardy; and (2) the Superior Court committed plain error when it allowed impermissible vouching evidence to be presented to the jury. Upon review, the Supreme Court concluded the Superior Court abused its discretion in denying defendant's motion for a bill of particulars, and that the admission of vouching evidence constituted plain error. The matter was remanded for a new trial. View "Luttrell v. Delaware" on Justia Law

Williams v. Delaware

Defendant-Appellant Brandon Williams appealed his convictions of Burglary Second Degree, Unlawful Use of a Credit Card, Misdemeanor Theft, and Resisting Arrest. The State alleged that Williams entered the home of Jeffrey Fisher through an open window and stole his wallet from his home office. Williams did not object at trial to the evidence of officers being dispatched to a nearby gas station in which surveillance video captured Williams using the stolen credit card. In his defense, Williams conceded that he unlawfully used Fisher’s credit card and that he resisted arrest. But he denied that he was the person who burglarized the Fishers’ home. Instead, Williams claimed that he found the wallet and that he had been too intoxicated to commit the burglary. The jury found Williams guilty of all charges. The trial court sentenced Williams to fifteen years of imprisonment as a habitual offender. On appeal, Williams argued: (1) the trial court committed plain error when it allowed the State to emphasize through four police officers and closing argument that Williams was arrested in this burglary case after the police responded to a call of an attempted burglary at the gas station; and (2) that the trial court plainly erred and unfairly bolstered police testimony when it provided an expert-witness jury instruction that referred to police officers because there was no qualified expert who testified at trial. The Supreme Court found no merit to Williams' appeal, and affirmed his convictions. View "Williams v. Delaware" on Justia Law