Justia Delaware Supreme Court Opinion Summaries

Plaintiff Martin Marietta Materials, Inc. appealed a Chancery Court judgment granting Defendant Vulcan Materials Company relief on its counterclaims, and an accompanying injunction. The Chancery Court enjoined Martin for a four month period from continuing to prosecute its pending Exchange Offer and Proxy Contest to acquire control of Vulcan. That injunctive relief was granted to remedy Martin's adjudicated violations of two contracts between Martin and Vulcan: a Non-Disclosure Letter Agreement (the "NDA") and a Common Interest, Joint Defense and Confidentiality Agreement (the "JDA"). Finding that the Chancery Court did not abuse its discretion in holding that the equities favored Vulcan, the Supreme Court affirmed that court's decision. View "Martin Marietta Materials, Inc. v. Vulcan Materials Co." on Justia Law

Plaintiff-Appellee William Mohr was struck in Delaware as a pedestrian by a car insured in Delaware. He recovered the minimum $15,000 coverage limit from the carrier that insured the striking car. Plaintiff also sought to recover from Defendant-Appellant Progressive Northern Insurance Company which sold an automobile insurance policy to Plaintiff's mother. Under the policy, Plaintiff's mother was the named insured, and Plaintiff was a member of her household. The Progressive policy, by its terms, did not cover Plaintiff as a pedestrian. The superior court held nonetheless that Plaintiff was entitled to recover under Progressive's policy because insofar as it denied PIP coverage, the policy conflicted with the Delaware automobile insurance statute which mandated such coverage. Progressive appealed. The court ordered Progressive to pay the difference between the amount Plaintiff recovered from the striking-car's policy and PIP limit of his mother's policy. Finding no error in the superior court's decision, the Supreme Court affirmed. View "Progressive Northern Insurance Co. v. Mohr" on Justia Law

RAA appealed from a final judgment of the Superior Court that dismissed its complaint pursuant to Rule 12(b)(6). RAA's complaint alleged that Savage told RAA, one of several potential bidders for Savage, at the outset of their discussions that there was "no significant unrecorded liabilities or claims against Savage," but then during RAA's due diligence into Savage, Savage disclosed three such matters, which caused RAA to abandon negotiations for the transactions. The complaint contended that had RAA known of those matters at the outset, it never would have proceeded to consider purchasing Savage. Therefore, according to RAA, Savage should be liable for the entirety of RAA's alleged $1.2 million in due diligence and negotiation costs. The court held that, under Paragraphs 7 and 8 of the non-disclosure agreement (NDA), RAA acknowledged that in the event no final "Sale Agreement" on a transaction was reached, Savage would have no liability, and could not be sued, for any allegedly inaccurate or incomplete information provided by Savage to RAA during the due diligence process. The court also held that RAA could not rely on the peculiar-knowledge exception to support its claims. Finally, the court held that, when Savage and RAA entered into the NDA, both parties knew how the non-reliance clauses had been construed by Delaware courts. Accordingly, the court affirmed the judgment. View "RAA Management, LLC v. Savage Sports Holdings, Inc." on Justia Law

In 2010, BLGH entered into an agreement with enXco to sell BLGH's renewable energy business, Beacon, to enXco. The Unit Purchase Agreement that governed the sale of Beacon (UPA) called for a purchase price of $12 million, plus a "bonus payment" to BLGH if certain conditions were met. The sale of Beacon took place and BLGH was paid $12 million. A dispute arose, however, over whether BLGH was entitled to the additional bonus payment. enXco claimed that no bonus payment was legally due. BLGH responded by filing a Superior Court action against enXco for breach of contract. The Superior Court granted summary judgment to enXco, holding that no bonus payment was owed to BLGH under the UPA. The court reversed and held that the Superior Court erred as a matter of law in granting summary judgment to enXco where the transaction "outlined" in the letter of intent met the requirements of Section 1.7 of the UPA, triggering BLGH's right to a bonus payment, and nothing more was required by the UPA for BLGH to become legally entitled to the bonus payment. View "BLGH Holdings LLC v. Enxco LFG Holding, LLC" on Justia Law

Defendants appealed from a Superior Court opinion and order granting summary judgment in favor of plaintiffs in a dispute over the remedy for a breach of contract. Defendants also appealed from an order awarding plaintiffs attorneys' fees, costs, and expenses incurred in that action. The court found that the parties' agreement was ambiguous and held that the ambiguity preceded an award of summary judgment. Therefore, the court reversed and remanded both matters for further proceedings. View "GMG Capital Investments, LLC, et al. v. Athenian Venture Partners I,L.P., et al." on Justia Law

Plaintiffs sued defendant in contract and tort, alleging that defendant failed to take necessary precautions to protect its premises from water damage. At issue on appeal was the trial judge's decision not to grant prejudgment interest on the amounts that were awarded by the jury to plaintiffs. The court held that plaintiffs were entitled to prejudgment interest as a matter of right and remanded to the Superior Court to determine the amount of prejudgment interest owed. View "Brandywine Smyrna, Inc., et al. v. Millennium Builders, LLC" on Justia Law

DTC filed a complaint with the Court of Chancery against the Union and Harry Bruckner, a para-transit driver, in the nature of a declaratory judgment action (Complaint) pursuant to Title 1, Chapter 65. The Complaint sought an order vacating or modifying a labor arbitration award issued by a certain arbitrator pursuant to a collective bargaining agreement between DTC and the Union. The award reinstated Bruckner, who was terminated by DTC, with back pay less interim earnings. The Court of Chancery granted the Union's motion for summary judgment. DTC's sole argument on appeal was that the arbitrator's decision should be vacated due to the appearance of bias or partiality on the part of the arbitrator. The court held that the alleged bias or partiality which DTC attributed to the arbitrator failed to meet the "evident partiality" standard where the mere fact that an arbitrator may share a personal life experience with a party or a party's agent was legally insufficient to constitute a substantial relationship that a reasonable person would conclude was powerfully suggestive of bias. Accordingly, the judgment was affirmed. View "Delaware Transit Corp. v. Amalgamated Transit Union Local 842" on Justia Law

SVIP brought an action in the Court of Chancery against ThoughtWorks for a declaratory judgment of the meaning of the phrase "funds legally available" as it related to ThoughtWorks' obligation under its Amended Charter to redeem Series A Preferred Stock. The court held that because the record supported the Court of Chancery's conclusion that SVIP did not show that ThoughtWorks had "funds legally available," even under its own proposed definition of that phrase, the court affirmed the judgment. View "SV Investment Partners, LLC, et al. v. Thoughtworks, Inc." on Justia Law

In two similar cases, Lincoln National Life Insurance Co. v. Joseph Schlanger Trust (Schlanger) and PHL Variable Insurance Co. v. Price Dawe 2006 Insurance Trust (Dawe), an insurer sought a judicial declaration that a life insurance policy was void as an illegal contract wagering human life that accordingly lacked an insurable interest. The district court denied both motions to dismiss and certified three questions to the Supreme Court of Delaware concerning the incontestability provision under 18 Del. C. 2908 and the insurable interest requirement under 18 Del. C. 2704. The certified question, shared by both Dawe and Schlanger, concerned whether an insurer could claim that a life insurance policy never came into existence, on the basis of a lack of insurable interest, where the challenge occurred after the insurance contract's mandatory contestability period expired. The court answered in the affirmative and held that a life insurance policy lacking an insurable interest was void as against public policy and thus never came into force, making the incontestability provision inapplicable. The second certified question concerned whether the statutory insurable interest requirement was violated where the insured procured a life insurance policy with the intent to immediately transfer the benefit to an individual or entity lacking an insurable interest. The court answered in the negative, so long as the insured procured or effected the policy and the policy was not a mere cover for a wager. The third certified question concerned whether the relevant statutory provisions conferred upon a trustee an insurable interest in the life of the individual insured who established the trust if the insured intended to transfer the beneficial interest in the trust to a third-party investor with no insurable interest. The court answered in the affirmative, as long as the individual insured actually established the trust. If, however, the insured did not create and fund the trust then the relationship contemplated under section 2704(c)(5) was not satisfied. View "PHL Variable Ins. Co. v. Price Dawe 2006 Ins. Trust, et al." on Justia Law

In two similar cases, Lincoln National Life Insurance Co. v. Joseph Schlanger Trust (Schlanger) and PHL Variable Insurance Co. v. Price Dawe 2006 Insurance Trust (Dawe), an insurer sought a judicial declaration that a life insurance policy was void as an illegal contract wagering human life that accordingly lacked an insurable interest. The district court denied both motions to dismiss and certified three questions to the Supreme Court of Delaware concerning the incontestability provision under 18 Del. C. 2908 and the insurable interest requirement under 18 Del. C. 2704. The certified question, shared by both Dawe and Schlanger, concerned whether an insurer could claim that a life insurance policy never came into existence, on the basis of a lack of insurable interest, where the challenge occurred after the insurance contract's mandatory contestability period expired. The court answered in the affirmative and held that a life insurance policy lacking an insurable interest was void as against public policy and thus never came into force, making the incontestability provision inapplicable. View "The Lincoln Nat'l Life Ins. Co. v. Joseph Schlanger 2006 Ins. Trust, et al." on Justia Law