PER CURIAM: The Court has considered carefully the appellees' motion for attorney fees incurred in defending this appeal, the appellants' response thereto, and the appellees' reply. This Court has authority to award attorney fees in appropriate cases. 1 In this case, however, whether the appellants acted in bad faith in pursuing this appeal is a question possibly requiring findings of fact that are better addressed by the Court of Chancery. 2 We, therefore, deny the appellees' motion without...
PER CURIAM: In resolving this dispute between the controlling member-manager and the minority investors of a Delaware Limited Liability Company ("LLC"), we interpret the LLC's governing instrument (the "LLC Agreement") as a contract that adopts the equitable standard of entire fairness in a conflict of interest transaction between the LLC and its manager. We hold that the manager violated that contracted-for fiduciary duty by refusing to negotiate with a third-party bidder and then, by causing...
PER CURIAM: Attorney Thomas Crumplar appeals a Superior Court judge's sanctions under Superior Court Civil Rule 11. We affirm the Superior Court's holding that an objective standard should govern a determination of whether Rule 11 has been violated. We also extend In re Infotechnology, Inc. 1 to bar judges from sanctioning attorneys except where the attorney's conduct prejudicially disrupts the administration of justice in a particular case. Finally, we require that judges conduct a...
STEELE, Chief Justice: A subdivision developer signed a release with an engineering company after the completion of design services. We interpret the release as a general release. We do not address the application of the economic loss doctrine. Because we find the release is a general release that unambiguously waives all claims, we AFFIRM the grant of summary judgment below on both the tort and contract claims. I. FACTUAL AND PROCEDURAL HISTORY Riverbend Community, LLC and Parkway Gravel,...
STEELE, Chief Justice. When reviewing a motion to suppress the evidence police discovered while executing a search warrant, Superior Court judges should give substantial deference to the magistrate's finding on the existence of probable cause. Resolution of this case requires elaboration about the meaning of "substantial deference." We hold that substantial deference means that if some facts in the affidavit of probable cause support the inference that evidence of criminal activity exists in a...
JACOBS, Justice: On May 14, 2012, the Court of Chancery entered a final judgment and order after a trial in this action initially brought by Martin Marietta Materials, Inc. ("Martin") against Vulcan Materials Company ("Vulcan"). Granting judgment against Martin on Vulcan's counterclaims, the Court of Chancery enjoined Martin, for a four month period, from continuing to prosecute its pending Exchange Offer and Proxy Contest to acquire control of Vulcan. That injunctive relief was granted to...
STEELE, Chief Justice, Scott and Vanessa Clark married on July 23, 2003 and had two children. After Father and Mother separated, Mother sought sole custody of the children. The trial judge gave joint custody to Mother and Father. Mother advances three arguments on appeal: (1) joint custody is improper because Father is subject to an order of guardianship, (2) the findings of fact in the best interests of the child analysis were clearly erroneous, and (3) the delayed implementation of the...
STEELE, Chief Justice: Acting as settlors, Wilbert and Genevieve Gore signed two separate trust instruments in 1972 — the "May Instrument" and the "October Instrument" — both purporting to transfer the same property into the "Pokeberry Trust." Susan Gore, one of their daughters, claims that the earlier May Instrument controls while the other four siblings contend that the settlors never intended the May Instrument to be final and enforceable. The Vice Chancellor rejected Susan's claims. Susan...
STEELE, Chief Justice: Delaware law rewards plaintiffs' attorneys who provide a benefit to a Delaware corporation, even if the benefit does not produce immediate monetary rewards. Preserving shareholder voting rights, for example, produces a non-monetary benefit. The Vice Chancellor made an interim fee award of $2.5 million to plaintiff's attorneys, after the Court of Chancery's decision in Kurz v. Holbrook 2 and our decision in Crown EMAK Partners, LLC v. Kurz. 3 The record supports the...
STEELE, Chief Justice: A Superior Court jury found Buckey Kirkley guilty of Attempted Robbery First Degree. Kirkley argues on appeal that statements in closing rebuttal argument, asserting that the State brought Attempted Robbery charges because that is exactly what Kirkley did, constitute improper vouching for the State's case. After a de novo review of the record, we find that the prosecutor engaged in misconduct which prejudicially affected Kirkley. Therefore, we REVERSE and REMAND. I....
JACOBS, Justice: In 2010, BLGH Holdings LLC, the plaintiff-below ("BLGH"), entered into an agreement with enXco LFG Holding, LLC, the defendant-below ("enXco"), to sell BLGH's renewable energy business—Beacon Landfill Gas Holdings, LLC ("Beacon")—to enXco. The Unit Purchase Agreement that governed the sale of Beacon (the "UPA") called for a purchase price of $12 million, plus a "bonus payment" to BLGH if certain conditions were met. The sale of Beacon took place and BLGH was paid $12 million....
LASTER, Vice Chancellor. Defendant BankAtlantic Bancorp, Inc. ("Bancorp") is a bank holding company. Bancorp holds 100% of the equity of BankAtlantic, a federal savings bank, which is Bancorp's only substantial asset. Bancorp has agreed to sell BankAtlantic to BB & T Corporation. As consideration, Bancorp will receive 100% of the equity of a newly formed entity that will own BankAtlantic's "criticized assets," such as non-performing loans and foreclosed real estate. After the transaction,...
JACOBS, Justice: The appellants, plaintiffs-below (referred to herein as "appellants" or "Series C-1 preferred shareholders"), held Series C-1 preferred shares in Omneon, Inc., a Delaware corporation ("Omneon"). 1 The appellants held their Series C-1 preferred shares until September 15, 2010, when those shares were "automatically" ( i.e., involuntarily) converted into Omneon common stock by a majority vote of Omneon's preferred shareholders (the "conversion"), other than the Series A-2.2...
STEELE, Chief Justice: Marian Roache allegedly suffered injuries when Constance Rogers rear ended her car in 2007. She filed a complaint on October 7, 2009. At a summary judgment hearing, the trial judge held that Roache's expert failed to state an opinion on causation and denied a request for a 24 hour continuance to clarify the expert's report. Roache appeals on two grounds: (1) the expert report was sufficient to survive the motion for summary judgment; and, (2) the trial judge abused his...
STEELE, Chief Justice. Marian Roache allegedly suffered injuries when Constance Rogers rear ended her car in 2007. She filed a complaint on October 7, 2009. At a summary judgment hearing, the trial judge held that Roache's expert failed to state an opinion on causation and denied a request for a 24 hour continuance to clarify the expert's report. Roache appeals on two grounds: (1) the expert report was sufficient to survive the motion for summary judgment; and, (2) the trial judge abused his...
STEELE, Chief Justice: Nanticoke Memorial Hospital filed a $160,958 hospital lien for the cost of Maria Acosta's medical treatment resulting from a car accident on July 11, 2003. The law firm of Doroshow, Pasquale, Krawitz, & Bhaya represented Acosta in a personal injury claim against the tortfeasor who caused her injuries. Nationwide Assurance Company paid $19,671.49 to settle her claim. Nanticoke argues that its hospital lien attaches to the entirety of Acosta's recovery. Doroshow contends...
Dear Governor Markell: The Justices each acknowledge receipt of your letter of October 6, 2011, requesting our opinions on "the question of whether House Bill Nos. 134 and 135, if both became law, would violate the Delaware Constitution or Constitution of the United States." As mentioned, 10 Del. C. 141(a) and 29 Del. C. 2102 permit the Justices to opine on the constitutionality of legislation passed by the General Assembly. We conclude, for the reasons set forth, that the Bills, if...
