Justia Delaware Supreme Court Opinion Summaries

ev3, Inc., the buyer of Appriva Medical, Inc., appealed a jury verdict that held it 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, arguing that the full amount of contingency payments was due because ev3 had breached its obligation under the merger agreement to fund and pursue the regulatory milestones in its "sole discretion, to be exercised in good faith." But instead of confining itself to that argument, Appriva also contended that ev3 had breached a provision of a non-binding letter of intent that had been signed by the parties early in their negotiations. That non-binding provision stated that ev3 "will commit to funding based on the projections prepared by its management to ensure that there is sufficient capital to achieve the performance milestones." At many points during the trial, ev3 attempted to convince the Superior Court that the non-binding letter of intent should not have been used to interpret or contradict the clear terms of a clause in the merger agreement. Nevertheless, 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 letter of intent. 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 in the merger agreement. After review, the Supreme Court concluded 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. Furthermore, by its plain terms, the merger agreement overrode any other provision in the Agreement to the contrary. "Thus, whether or not the letter of intent survived for some purposes, any provisions that conflicted with [section] 9.6 were without force and effect." View "EV3, Inc. v. Lesh" on Justia Law

This dispute arose from a contract signed by the parties in 2006, the Wireless Patent License Agreement, which provided for arbitration as the mechanism to resolve any claims arising under that Agreement. LG Electronics, Inc. sought a declaration in the Court of Chancery that InterDigital Communications, Inc., InterDigital Technology Corporation, and IPR Licensing Inc. that InterDigital had breached a nondisclosure agreement between the parties by disclosing confidential information during a pending arbitration proceeding. The Court of Chancery granted InterDigital's motion to dismiss, holding that all of LG's claims were properly before the arbitral tribunal, and deferred to the "first-filed proceeding" based on the factors established by the Delaware Supreme Court in "McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co." After review, the Supreme Court agreed that the McWane doctrine applied in this case, and that it supported dismissing LG's claims. View "LG Electronics, Inc. v. InterDigital Communications, Inc." on Justia Law

This case stemmed from crimes committed by defendant-appellant Rashie Harris at two barbershops on different dates. After a jury trial, Harris was found guilty of the following offenses: Attempted Murder First Degree, eight counts of Robbery First Degree, two counts of Burglary Second Degree, Unlawful Sexual Contact First Degree, Kidnapping Second Degree, eleven counts of Possession of a Firearm During the Commission of a Felony, Carrying a Concealed Deadly Weapon, Endangering the Welfare of a Child, Possession of a Non-Narcotic Schedule I Controlled Substance, and Resisting Arrest. The Superior Court also found Harris guilty of two counts of Possession of a Deadly Weapon by a Person Prohibited. Harris was sentenced as a habitual offender and sentenced to Level V incarceration for the balance of his natural life plus 524 years for his felony charges, and three years and five days for his misdemeanor charges. Prior to trial, the defense filed a Motion to Sever Charges, a Motion to Suppress the Photo Lineup Identification, and a Motion to Suppress the Show-up Identification. After conducting a hearing and receiving post-hearing submissions, the trial court denied all three motions. After trial but before the verdict, the defense moved for reconsideration of and reargument on the denial of the Motion to Suppress the Show-up Identification. The Superior Court reserved judgment until after the verdict. Following a jury verdict of guilty on all counts, the pending Motion for Reargument was converted into a Motion for a New Trial. After hearing oral arguments, the Superior Court denied the motion. On appeal, Harris argued that the Superior Court erred in denying his Motion for a New Trial. He contended that the admission into evidence of his show-up identification by witnesses to the incident in question violated his Due Process rights. The Supreme Court disagreed and affirmed the trial court's judgment. View "Harris v. Delaware" on Justia Law

At issue in this case was whether the Superior Court abused its discretion by declining to exercise its mandamus jurisdiction to remedy various alleged violations of the Law Enforcement Officers’ Bill of Rights (LEOBOR). Petitioners-appellants Shawn Brittingham and Christopher Story sought mandamus relief for several alleged violations of LEOBOR while they were police officers with the Georgetown Police Department (GPD). Respondents-appellees Town of Georgetown, Georgetown Chief of Police William Topping, and Captain Ralph Holm moved for summary judgment. The Superior Court granted the motion, thereby denying Brittingham and Story’s petition. In 2007, Chief Topping issued an oral order prohibiting GPD officers from meeting or speaking with the mayor or members of the Town Council to discuss internal police business without first obtaining his permission and going through the chain of command. In spite of this order, seven off-duty officers met with a Town Council member at her home to discuss police department issues. Captain Holm learned of the meeting, and informed appellants and the other officers involved that they were being investigated for violating GPD Rules and Regulations. A written reprimand was offered to each officer. Rather than accept the reprimand, appellants elected to request a hearing as to the allegations made against them (namely, for insubordination) with the Criminal Justice Council (CJC). The panel found substantial evidence to support the insubordination charge. Chief Topping imposed discipline against appellants: Brittingham received a four-week suspension without pay and a fourteen-day reduction in rank, and placed on disciplinary probation for a year; Story received a two-week suspension without pay, a seven-day reduction in rank, and disciplinary probation of a year. The officers appealed to the Town's Disciplinary Action Appeals Board, which upheld the CJC panel. Appellants filed a civil complaint against appellees, claiming (amongst other things) a violation of their First Amendment rights. On appeal, appellants argued that the process afforded them did not comply with LEOBOR, and that their only remedy was a mandamus writ ordering vacatur of the resulting disciplinary decisions. Appellees responded that they did not violate LEOBOR, that Appellants’ claims are now moot, and that the Superior Court did not abuse its discretion in denying the requested relief. After review, the Supreme Court found that Brittingham and Story were correct that a technical violation of LEOBOR occurred, but the Court rejected their claims as to all other alleged violations. However, as to the one meritorious claim, the matter was moot because neither Brittingham nor Story were then-employed by the GPD, and because the relief they sought was not relief that was available to them in a mandamus proceeding. Accordingly, the Court affirmed the Superior Court’s decision as to all claims but one, and as to that claim, the Court held that the claim was moot. View "Brittingham v. Town of Georgetown" on Justia Law

Bell Helicopter Textron Inc. appealed a Superior Court order determining that Texas law should govern litigation involving a helicopter that crashed in Mexico in 2010. Despite the presumption in the Restatement (Second) of Conflicts that the law of the place where the injury occurred should govern the dispute, the Superior Court found that Texas law had the most significant relationship to the liability, damages, and remedies at issue. The court also opined that Texas law would be easier to apply than Mexican law because there would be no need to hire interpreters. In this interlocutory appeal to the Delaware Supreme Court, Bell argued that Mexican law was more appropriate because the decedents were all Mexican citizens, their relatives bringing this suit are all Mexican citizens, the helicopter was owned by a Mexican company, and it had been operated solely within Mexico for over thirty years when it crashed. Because the governing Restatement test to determine which sovereign's law to apply strongly favors Mexico, the Delaware Court reversed: in this case, those principles unambiguously favor applying Mexican law to the liability, damages, and remedies at issue. View "Bell Helicopter Textron, Inc. v. Arteaga" on Justia Law

In this case, the buyer persuaded the Superior Court to award it $15.1 million in damages when it bought a 65% interest in an investment advisory firm for $25 million. The buyer’s premise was that it would not have paid $25 million but for its expectancy that it would manage seven funds for three or more years. But the majority of the assets under management at the investment advisory firm were attributable to accounts other than the seven funds. Importantly, the contract enabled the seller to terminate the buyer’s right to manage the seven funds for any reason, so long as it paid a termination fee capped at $3.5 million, and to terminate the buyer without any compensation if the seller believed its fiduciary duties required or if the buyer’s performance fell below a contractual standard. After three years, the seller could terminate the buyer as manager of the funds for any reason and owe no compensation at all. Instead of giving effect to the parties’ contractual bargain, the Delaware Supreme Court determined that Superior Court erred by implying contractual obligations on the part of the seller that were inconsistent with the contract’s express terms. This enabled the buyer to obtain in litigation benefits in excess of those potentially available under the contract, and contractual protections that the buyer had failed to obtain in negotiations. The Supreme Court therefore reversed the Superior Court's judgment in favor of the buyer and remanded the case for a determination of what, if any, termination fee is due to the buyer because of the seller’s termination of it as manager of the funds. View "Nationwide Emerging Managers, LLC, et al. v. Northpointe Holdings, LLC, et al." on Justia Law

Defendant Brandon Wyche was charged by grand jury with murder first degree, possession of a firearm during the commission of a felony, possession of a deadly weapon by a person prohibited, and possession of a firearm by a person prohibited. The case went to trial, and ended with a hung jury. Wyche filed a motion in limine to exclude the prior recorded statement of a witness for the State, Carlyle Braithwaite. The Superior Court denied the motion and the matter proceeded to a second trial. A second jury found Wyche guilty of murder first degree and possession of a firearm during the commission of a felony. He was sentenced to life plus 25 years. On appeal, Wyche argued that Braithwaite's statement to police was involuntary because the police failed to administer a Miranda advisement prior to questioning him. Upon review, the Delaware Supreme Court concluded that the evidence presented supported the Superior Court's conclusion that Braithwaite's statement, which was not self-incriminating, was the product of an uncoerced and voluntary decision to speak with the police. Therefore the statement was properly admitted into evidence at trial, and Wyche's conviction was affirmed. View "Wyche v. Delaware" on Justia Law

At issue in this appeal was the meaning of suffering a "physical injury" as an element of the crime of Assault Second Degree against a law enforcement officer. Defendant Troy Williamson was arrested and charged with offensive touching of a law enforcement officer. The misdemeanor offense was later upgraded, and he was subsequently indicted for the felony Assault Second Degree of a law enforcement officer. After a bench trial in March 2014, Williamson was convicted of Assault Second Degree and was sentenced to four years of incarceration at Level V, suspended after two years for six months of Level IV supervision at the discretion of the Department of Correction, followed by one year of Level III probation. On appeal, Williamson argued that there was insufficient evidence concerning physical injury to a law enforcement officer to convict him of Assault Second Degree. Furthermore, he argues that the verdict should have been a finding of guilty of the lesser included offense of offensive touching of a law enforcement officer, a Class A misdemeanor, rather than Assault Second Degree, which is a Class D felony. After review, the Supreme Court disagreed and affirmed the trial court's decision. View "Williamson v. Delaware" on Justia Law

In this case, the buyer persuaded the Superior Court to award it $15.1 million in damages when the buyer bought a 65% interest in an investment advisory firm for $25 million. The buyer’s premise was that it would not have paid $25 million but for its expectancy that it would manage seven funds for three or more years. But the majority of the assets under management at the investment advisory firm were attributable to accounts other than the seven funds. Significantly, the contract enabled the seller to terminate the buyer’s right to manage the seven funds for any reason, so long as it paid a termination fee capped at $3.5 million, and to terminate the buyer without any compensation if the seller believed its fiduciary duties required or if the buyer’s performance fell below a contractual standard. After three years, the seller could terminate the buyer as manager of the funds for any reason and owe no compensation at all. The Delaware Supreme Court reversed the Superior Court. The Supreme Court found that instead of giving effect to the parties’ contractual bargain, the Superior Court erred by implying contractual obligations on the part of the seller that were inconsistent with the contract’s express terms. This enabled the buyer to obtain in litigation benefits in excess of those potentially available under the contract, and contractual protections that the buyer had failed to obtain in negotiations. The case was remanded for a determination of what, if any, termination fee is due to the buyer because of the seller’s termination of it as manager of the funds. View "Nationwide Emerging Managers, LLC, et al. v. Northpointe Holdings, LLC, et al." on Justia Law

Defendant-Appellant First Health Settlement Class appealed a superior court order that granted partial summary judgment in favor of plaintiff-appellee Chartis Specialty Insurance Company. This was one of a number of class action cases filed against First Health and others in the State of Louisiana. In those actions, medical service providers alleged that First Health violated notice provisions contained in a Louisiana statute known as the Preferred Provider Organizations Act. First Health ultimately entered into a settlement in which it resolved all of the Louisiana litigation. Chartis was First Health's errors and omissions insurance insurer. The policy had a number of exclusions, one of which was an exclusion for "penalties." The issue this case presented for the Delaware Supreme Court's review was whether the amount that First Health paid to settle the Louisiana litigation was a "penalty," and, therefore, not a covered loss under the insurance policy. The superior court concluded that the amount paid was a "penalty." The Delaware court disagreed, concluding that it was not a "penalty," and that the policy's exclusion for "penalties" did not apply. View "The First Health Settlement Class v. Chartis Speciality Insurance Co." on Justia Law