Document: Stevanov v. O’Connor, C.A. No. 3820-VCP, Parsons, V.C. (Del. Ch. April 21, 2009)
After the failure of both their marriage and business venture, Plaintiff ex-wife brought suit for breaches of fiduciary duty, conversion, unjust enrichment and fraud in connection with the Defendant ex-husband’s prior management and spin-off of a new business venture. As the Plaintiff did not assert a derivative claim, the Court had to determine whether she could sue directly. Applying the In Re Cencom Income Partners doctrine, the Court held that Plaintiff did state a direct claim because (1) the business association consisted of only two parties in interest, (2) the business association was effectively ended, but for the winding up of affairs, and (3) the two parties opposed each other in the final dispute over liquidation of that association. As such, the Court allowed Plaintiff’s claims to proceed because she might be able to show that she has a right to pursue directly a claim against the Defendant for misuse of assets. The Court then dismissed any claims based on conduct occurring before June 11, 2005 as being barred by laches.