EQUITABLE RELIEF IS NOT A REMEDY FOR BREACH OF CONTRACT

by EHabbart | Jul 31, 2019 | Law Updates, LU19

In AM General Holdings LLC v. The Renco Group, Inc., C.A. No. 7639-VCS (Apr. 10, 2019), a member of an LLC requested the Court to remove the managing member. The LLC agreement did not provide a mechanism for removal. In a previous decision, the Court dismissed the...

REMOVAL OF REFERENCES IN A FULLY INTEGRATED AGREEMENT ELIMINATES THEIR EFFECT

by EHabbart | Jul 31, 2019 | Law Updates, LU19

In Quantlab Group GP, LLC v Eames, C.A. 2018-0553-JRS (Mar. 19, 2019), a purported election was held to remove a general partner and replace it with another LLC. The general partner disputed this purported removal and election. The limited partners requested the court...

A PROVISION WHICH SPECIFICALLY NAMES THE PARENT AND A PARTICULAR SUBSIDIARY DOES NOT COVER A SUBSEQUENTLY BOUGHT SUBSIDIARY

by EHabbart | Jul 31, 2019 | Law Updates, LU19

In Silver Management Group, Inc. v. AdvisorEngine Inc., a licensor sued a licensee for license fee under licensing agreements. Under the agreements, the licensee was entitled to sub-license the licensed product. A Particular provision required the licensee to share...

CONTROLLING SHAREHOLDER’S CONSENT TO PERSONAL JURISDICTION WAS IMPLIED BY ITS SUBSTANTIAL CONTROL OVER THE BOARD THAT ADOPTED FORUM-SELECTION BYLAWS

by EHabbart | Jul 31, 2019 | Law Updates, LU19

In In Re Pilgrim’s Pride Corporation, Consol. C.A. No. 2018-0058-JTL (Mar. 15, 2019), minority stockholders sued the controlling stockholder which was a Brazilian entity in connection with the corporation’s acquisition of subsidiaries owned by the controlling...

UNILATERAL TERMINATION OF AN AGREEMENT ALLOWED UNDER AN AGREEMENT DOES NOT VIOLATE IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING

by EHabbart | Jul 31, 2019 | Law Updates, LU19

In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Mar. 14, 2019), a buyer sued a target to enforce a merger agreement. The merger agreement provided that each party was entitled to terminate the agreement after the “End Date” unless either...

WITHOUT OVERSEAS ENTITIES’ CONSENT, DELAWARE COURTS DO NOT HAVE PERSONAL JURISDICTION OVER THEM IN RELATION TO MATTERS OCCURRED OVERSEAS

by EHabbart | Jul 31, 2019 | Law Updates, LU19

In Otto Candies, LLC v KPMG LLP, a company allegedly defrauded its creditors and bondholders. The creditors and bondholders sued the Swiss accounting firm and its Delaware and Mexican member firms, which audited the relevant financial statements for negligent...