Document: Encite LLC v. Soni, et al., C. A. No. 2476-CC, Chandler, C. (Del. Ch. August 1, 2008)
he Court ruled on several motions to dismiss by third party defendants. The plaintiff corporation alleged tortious conduct by the defendant, who had several claims against the third party defendants, former directors and shareholders of a company whose assets the plaintiff had purchased. The Court ruled that the defendant clearly alleged tortious interference against one third party defendant whose actions were allegedly taken on his own behalf, as an independent competing bidder and not as part of the company, but dismissed the claim against the other third party defendant since it was alleged only that he sought to enjoin the sale of assets, which was insufficient to state an ulterior purpose. The Court also dismissed the civil conspiracy claims. The breach of the implied covenant of good faith claim was similarly dismissed because the Court found no contract existed from a letter in which the third party defendant confirmed expectations that the board would continue to search for a new CEO.