In AlixPartners, LLP et al. v. Giacomo Mori, Case No. 2019-0392-KSJM (Del. Ch. Nov. 26, 2019), the Delaware Court of Chancery addressed Defendant Giacomo Mori’s motion to dismiss for (1) lack of subject matter jurisdiction and standing, (2) lack of personal jurisdiction, (3) improper venue, and (4) failure to state a claim. Defendant primarily contended that two foreign laws divested the Court of subject matter jurisdiction and that the forum selection clauses contained in particular agreements to which he was a party were unenforceable. The Court rejected Defendant’s contentions finding that the claims against Defendant were transitory in nature and did not divest the Court of subject matter jurisdiction, the forum selection clauses were sufficient to establish personal jurisdiction over Defendant, and that Plaintiffs’ compliant adequately stated numerous claims. In denying Defendant’s motion to dismiss, however, the Court stayed certain counts against Defendant which arose solely from his employment agreement with one of the Plaintiffs on the basis of the doctrine of forum non conveniens.Read More
In Germaninvestments AG v. Allomet Corp., C.A. No. 2018-0666-JRS (Del. Ch. May 23, 2019), the Delaware Court of Chancery (the “Court”) granted the defendants’ motion to dismiss the action brought to determine the appropriate venue for dispute resolution, finding that the forum selection clause agreed upon by the parties in the agreement that was the subject of the dispute was both mandatory and enforceable, meaning that the action must be brought exclusively in Vienna, Austria.Read More
In Matthew Sciabacucchi v. Matthew B. Salzberg, et al., C.A. No. 207-0931-JTL (Del. Ch. Dec. 19, 2018), the Court of Chancery invalidated a provision in the charter documents of certain Delaware corporations that specified the federal courts as the exclusive forum for claims arising under the Securities Act of 1933 (the “1933 Act”).Read More
In Village Green Holding, LLC, et al. v. Jonathan Holtzman, et al., Vice Chancellor Tamika Montgomery-Reeves granted plaintiff Village Green Holding, LLC’s (“Village Green”) motion for preliminary injunction regarding the enforcement of a forum selection clause and defendant Jonathan Holtzman’s (“Holtzman”) attempt to litigate a dispute in a separate forum. In rendering its decision, the Court illustrated the circumstances under which it will enjoin litigation that is pending in an alternate forum pursuant to a contract’s forum selection clause.
Chancery Court finds that three individual stockholders, as beneficiaries of a merger agreement, were equitably estopped from challenging the valid forum selection clause contained therein despite the fact that they did not personally sign the merger agreement.
In McWane, Inc. v. Lanier, C.A. No. 9488-VCP (Del. Ch. January 30, 2015) (Parsons, V.C.), the Chancery Court denied a motion to dismiss or stay from three individual defendant stockholders who argued that the Court lacked personal jurisdiction over them in a dispute regarding whether certain representations and warranties in a merger agreement were violated. The court determined that a forum selection clause in a stockholders agreement they had personally signed was trumped by the forum selection clause in the merger agreement that they had not personally signed. The court determined that not only was the clause in the stockholders agreement merely permissive compared to the merger agreement’s mandatory language, but also that the stockholders agreement fundamentally related to the merger agreement, and the defendants, as beneficiaries of the merger agreement, were equitably estopped from challenging the forum selection clause in the merger agreement.