Richards Layton & Finger
 

Complex Commercial Litigation Update

June 18, 2020

The Delaware Superior Court’s Complex Commercial Litigation Division (“CCLD”) had a busy first quarter in 2020. Highlighting the court’s experience handling M&A disputes, a number of decisions during the quarter involved complex disputes arising out of stock purchase agreements. The CCLD also analyzed the standard for contract repudiation and continued to refine the pleading requirements for simultaneously asserting claims for breach of contract and fraud. While the COVID pandemic resulted in the court closing for in-person hearings in the later part of the quarter, the court has seamlessly switched to video conference technology for moving cases forward. For past editions of this mailing or more information about the CCLD, please visit our website.

Judge Davis Analyzes Transfer of Environmental Liabilities under Stock Purchase Agreement
In Ashland LLC, et al. v. The Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman, et al., C.A. No. N15C-10-176 EMD CCLD, Judge Davis granted in part and denied in part a partial motion for summary judgment by plaintiffs/counterclaim defendants Ashland LLC, International Specialty Products Inc., ISP Environmental Services Inc., and ISP Chemco LLC (“Ashland”).  
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Judge Johnston Considers Novel Issue Regarding Contract Repudiation
In AMG Vanadium LLC, v. Global Advanced Metals U.S.A., Inc., C.A. No. N17C-0301637-MMJ CCLD, Judge Johnston considered cross-motions for summary judgment and motion to dismiss counterclaims brought by plaintiff AMG Vanadium LLC (“AMG”).  Each of these motions turned on whether Global Advanced Metals U.S.A., Inc. (“GAM”) could repudiate its contract with AMG after it was notified of AMG’s inability to perform.    
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Judge LeGrow Considers Motion to Dismiss Claim Arising from Stock Purchase Agreement
In Merrit Quarum v. Mitchell International, Inc., C.A. No. N19C-03-087 AML CCLD, Judge LeGrow granted in part and denied in part the defendant’s motion to dismiss Count I of the plaintiff’s second amended complaint.   
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Judge Davis Denies Non-Party’s Motion for Confidential Treatment of Trial Decision
In Optical Air Data Systems, LLC v. L-3 Communications Corporation, C.A. No. N17C-05-619 EMD CCLD, Judge Davis denied non-party General Dynamics Corporation’s (“GDC”) Motion for Continued Confidential Treatment of Proposed Redactions in the court’s written decision after trial.  
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After Jury Awards $82.1 Million in Fraud Case, Judge Carpenter Grants Stay Pending Appeal While Denying Other Post-Trial Motions 
In In Re Bracket Holding Corp. Litigation, C.A. No. N15C-02-223, defendants Express Scripts, Inc. and BioSource LLC in connection with the sale of a company to plaintiff Bracket Holding Corp.  allegedly provided financial data that contained numerous material misrepresentations.  
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Judge LeGrow Dismisses Bootstrapped Fraud Claim While Allowing Contract Claims to Proceed 
In Continental Finance Company, LLC v. ICS Corp., C.A. No. N19C-07-184 AML, Judge LeGrow granted in part and denied in part the defendant’s motion for partial dismissal.  The dispute stemmed from an agreement between plaintiff Continental Finance Company, LLC and defendant ICS Corporation regarding the marketing and promotion of credit card products.  
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