Archive: May 5, 2021

If a Contract Claim Walks and Talks like a Contract Claim, It is a Contract Claim

By Scott E. Waxman and Terrina G. LaVallee

In Transdev on Demand, Inc. v. Blackstreet Investment Holdings, LLC, C.A. No. 2019-0912-SG (Del. Ch. 2020), the Delaware Court of Chancery granted in part and denied in part the plaintiff’s motion to dismiss the defendant’s counterclaims. The court denied two counts of the plaintiff’s motion to dismiss because it held it was inappropriate at this pleading stage to determine whether the agreement compelled specific performance and whether a breach of contract claim should have been an indemnification claim. In contrast, the court granted the plaintiff’s motion to dismiss one counterclaim because the defendant attempted to “bootstrap” a claim seeking damages for breach of contract, which was contractually prohibited, to a tort claim for fraud.

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