Justia Delaware Supreme Court Opinion Summaries

Plaintiff-appellant Tracey Weinberg (“Weinberg”) was the former Chief Marketing Officer of defendant-appellee Waystar, Inc.(“Waystar”). During her employment, the company granted her options to purchase stock in its co-defendant Derby TopCo, Inc.,(“Derby Inc.”), pursuant to a Derby TopCo 2019 Stock Incentive Plan (the “Plan”). Weinberg was awarded three option grants under the Plan pursuant to three option agreements executed between October 2019 and August 2020. By the time Weinberg was terminated in 2021, 107,318.96 of her options had vested. She timely exercised all of them in November 2021, and the options immediately converted to economically equivalent partnership units in co-defendant Derby TopCo Partnership LP, a Delaware limited partnership (“Derby LP”) (the “Converted Units”). Each Option Agreement contained an identical call right provision providing Appellees the right to repurchase Weinberg’s Converted Units (the “Call Right”), “during the six (6) month period following (x) the (i) [t]ermination of [Weinberg’s] employment with the Service Recipient for any reason . . . and (y) a Restrictive Covenant Breach.” This appeal turned on the meaning of the word “and” in the three option agreements. Specifically, the question presented for the Delaware Supreme Court was whether two separate events (separated by the word “and”) had to both occur in order for the company to exercise a call right, or whether the call right could be exercised if only one event has occurred. Although Weinberg had been terminated within the time frame specified by the Call Right Provision, a Restrictive Covenant Breach had not occurred. The parties disputed whether the Call Right was available in the absence of a Restrictive Covenant Breach. The Court of Chancery decided that it was, and the Delaware Supreme Court concurred, affirming the Court of Chancery. View "Weinberg v. Waystar, Inc." on Justia Law

Theopalis Gregory, a former City of Wilmington Council President and Delaware lawyer, was convicted by jury for official misconduct. The charges stemmed from a $40,000 discretionary grant Gregory earmarked for his non-profit organization before leaving office. He personally received at least $15,000 of the grant after he left office. On appeal, Gregory argued the jury instructions were flawed because the trial judge did not define for the jury “official functions,” a necessary element of an official-misconduct conviction. He also argued that the evidence at trial was insufficient to support his conviction because he was not performing official functions when he earmarked funds for his nonprofit. The Delaware Supreme Court affirmed Gregory’s conviction: Gregory did not object to the jury instructions, and the trial judge did not plainly err when he instructed the jury using the words of the statute. Further, the Court was satisfied that the jury had more than sufficient evidence to find that Gregory was performing official functions when he earmarked the $40,000. View "Gregory v. Delaware" on Justia Law

Defendant-appellant Derek Hopkins appealed his convictions for Drug Dealing, Disregarding a Police Officer’s Signal, Conspiracy in the Third Degree, Resisting Arrest, Illegal Possession of a Controlled Substance (2 counts), Driving While Suspended or Revoked, Reckless Driving, Failure to Transfer Title and Registration, Unreasonable Speed, and Failure to Stop at a Stop Sign. He was also found “responsible” for possession of marijuana. On appeal, he argued: (1) the superior court abused its discretion by refusing to accept a plea agreement offered by the State and the defense on the morning of trial; (2) the superior court erred as a matter of law by denying his motion for judgment of acquittal as to the charge of Drug Dealing; and (3) the cumulative effect of the errors was to prejudice his substantial rights, requiring the convictions to be vacated. The Delaware Supreme Court found no merit to the defendant’s claims and affirmed his convictions. View "Hopkins v. Delaware" on Justia Law

After a two-day bench trial in 2021, a superior court judge convicted Marlon Thomas of second degree rape, third degree unlawful sexual contact, and other charges. The judge sentenced Thomas to fifty-five years in prison, suspended after twenty-five years for decreasing levels of supervision. Thomas did not testify in his defense. Thomas raised one issue on appeal: whether the superior court erred by failing to raise with Thomas his right to testify and failing to ensure that his waiver of the right to testify was voluntary, knowing and intelligent. The Delaware Supreme Court affirmed Thomas’s convictions for three reasons: (1) Thomas waived his state constitutional claim by failing to support it on appeal; (2) there was no federal constitutional requirement that the trial judge have a colloquy with the defendant before waiving his right to testify; and (2) given that the fact finder was the judge and not a jury, the trial judge handled the right to testify issue with appropriate sensitivity to avoid prejudicing Thomas’s decision whether to testify. View "Thomas v. State" on Justia Law

In September 2020, a superior court grand jury indicted defendant-appellant Eric Lloyd for Possession of a Firearm by a Person Prohibited (“PFBPP”), Possession of Ammunition by a Person Prohibited (“PABPP”), Possession of a Controlled Substance, Possession of Marijuana, and Operation of an Unregistered Motor Vehicle. Approximately one year later Lloyd moved to suppress evidence obtained during an administrative search of his living quarters. The court denied the motion. On appeal, Lloyd argued the trial court erred in denying his motion to suppress, claiming the probation officer who authorized the search lacked exigent circumstances and failed to substantially comply with Department of Corrections Probation and Parole Procedure 7.19. Finding no reversible error, the Delaware Supreme Court affirmed the denial of Lloyd’s motion to suppress and his subsequent conviction and sentence. View "Lloyd v. Delaware" on Justia Law

Defendant Alvin Hines was indicted by grand jury on: (1) Possession of a Weapon with a Removed, Obliterated or Altered Serial Number (the “Serial Number Charge”), (2) Possession of a Firearm While Under the Influence (the “Drug Charge”), and (3) Discharging a Firearm on a Street. Following a two-day jury trial, the jury returned guilty verdicts on the first two counts. Hines was sentenced to three years at Level 5, suspended for one year at Level 2 for the Serial Number Charge and to one year at Level 5, suspended for one year at Level 2 for the Drug Charge. During his trial, Hines moved for judgment of acquittal on the Serial Number Charge following the State’s case-in-chief. The trial court denied Hines’ motion. Hines argued the superior court erred in denying his motion because the evidence was insufficient to show that he knew that the firearm at issue had an obliterated serial number. To this, the Delaware Supreme Court found the argument lacked merit: at least two police officers testified that someone holding that firearm would know its serial number had been removed. Therefore, the Court found sufficient evidence existed for the jury to infer that Hines knew about the obliterated serial number, and affirmed the superior court denial of his motion for judgment of acquittal. View "Hines v. Delaware" on Justia Law

Defendant-appellant Timothy McCrary appealed his convictions on four counts of Unlawful Sexual Contact in the First Degree. At the time of the commission of the offenses, defendant was an aide at Harrington Head Start Preschool (“Head Start”). The four convictions involved three of the preschool students. He raised three claims: (1) the trial court erred in admitting two, prior, out-of-court statements of one of the victims under 13 Del. C. § 3513 thereby denying him his right to confront the witnesses against him in violation of the Sixth Amendment to the United States Constitution; (2) the trial court abused its discretion by admitting another victim’s prior, out- of-court statement under 11 Del. C. § 3507 because the State failed to lay a proper foundation for the statement’s admission; and (3) the prejudicial effect of the errors deprived him of a fair trial. Finding no reversible error, the Delaware Supreme Court affirmed defendant's convictions. View "McCrary v. Delaware" on Justia Law

Stillwater Mining Company filed suit against its directors’ and officers’ liability insurers to recover the expenses it incurred defending a Delaware stockholder appraisal action. The superior court granted the insurers’ motions to dismiss after it found that Delaware law applied to the dispute and the Delaware Supreme Court’s decision in In re Solera Ins. Coverage Appeals (“Solera II”) precluded coverage for losses incurred in a stockholder appraisal action under a similar D&O policy. The primary issue on appeal was whether Delaware or Montana law applied to the claims in Stillwater’s amended complaint. Stillwater argued that the superior court should have applied Montana law because Montana had the most significant relationship to the dispute and the parties. If Montana law applied, according to Stillwater, it could recover its defense costs because Montana recognized coverage by estoppel, meaning the insurers were estopped to deny coverage when they failed to defend Stillwater in the appraisal action. Before the Delaware Supreme Court issued Solera II, the Solera I court held that D&O insureds could recover losses incurred in a stockholder appraisal action. Taking advantage of that favorable ruling, Stillwater argued in its complaint that Delaware law applied to the interpretation of the policies. Then when Solera II was issued, Stillwater reversed position and claimed that Montana law applied to the policies. Its amended complaint dropped all indemnity claims for covered losses in favor of three contractual claims for the duty to advance defense costs and a statutory claim under Montana law. In the Supreme Court's view, Stillwater’s amended claims raised the same Delaware interests that Stillwater identified in its original complaint – applying one consistent body of law to insurance policies that cover comprehensively the insured’s directors’, officers’, and corporate liability across many jurisdictions. It then held the superior court did not abuse its discretion when it denied Stillwater's motions. View "Stillwater Mining Company v. National Union Fire Insurance Company of Pittsburgh, PA" on Justia Law

At a political rally for a Delaware U.S. Senate candidate, video and photographic evidence captured defendant-appellant Michael Hastings unholstering his handgun and pointing the weapon, ready-to-fire, at protesters across the street from the rally. He also left the handgun unattended on the ground. The State charged Hastings with one count of Reckless Endangering in the First Degree and one count of Possession of a Firearm During the Commission of a Felony. A jury convicted Hastings of both counts. The judge sentenced Hastings to four years at Level V incarceration followed by decreasing levels of supervision. Hastings argued: (1) the trial court incorrectly instructed the jury on what a “substantial risk” of death is; (2) the evidence was insufficient to support a reckless endangering conviction; and (3) the cumulative effect of these errors required both convictions to be vacated. Finding no reversible error, the Delaware Supreme Court affirmed Hastings' convictions. View "Hastings v. Delaware" on Justia Law

The Delaware Court of Chancery entered judgment in favor of appellee Sharon Hawkins on her request for a declaration that the irrevocable proxy which provided appellant W. Bradley Daniel (“Daniel”) with voting power over all 100 shares of N.D. Management, Inc. (“Danco GP”) (the “Irrevocable Proxy”), did not bind a subsequent owner of such Danco GP shares. The Court of Chancery also held that an addendum to the Irrevocable Proxy did not obligate the current owner of the Danco GP shares, MedApproach, L.P. (the “Partnership”), to demand that the buyer in a sale to an unaffiliated third party bind itself to the Irrevocable Proxy. Daniel appealed the Court of Chancery’s judgment that the Irrevocable Proxy did not run with the Majority Shares, arguing the court erred by: (1) rather than interpreting and applying the plain language of the Irrevocable Proxy as written, the court relied on the Restatement (Third) of Agency, which was not adopted until nearly a decade after the parties entered into the Irrevocable Proxy; (2) reading additional language into the Irrevocable Proxy in order to support its finding that the broad “catch-all” language that the parties included to prevent termination of the Irrevocable Proxy did not encompass a sale of the shares; and (3) not giving effect to all of the terms of the Irrevocable Proxy and improperly limiting the assignment clause of the Irrevocable Proxy so as not to bind assigns of the stockholder. Finding no reversible error, the Delaware Supreme Court affirmed the Court of Chancery. View "Daniel v. Hawkins" on Justia Law