Justia Arbitration & Mediation Opinion SummariesArticles Posted in Delaware Court of Chancery
Polychain Capital LP v. Pantera Venture Fund II LP
The Court of Chancery granted summary judgment in favor of Respondents and confirmed a May 10, 2021 arbitration award, holding that this court was obliged to grant Respondents' cross-motion for summary judgment to confirm the award.Respondent commenced an arbitration proceeding against Petitioner asserting several claims relating to amendments to the parties' LLC agreement. After the arbitrator issued decisions, Petitioner filed a petition to vacate the award in part. Respondent and affiliated entities filed a counterclaim to confirm the arbitration award. All parties moved for summary judgment. The Court of Chancery granted summary judgment in favor of Respondents and confirmed the arbitration award, holding that Petitioner's challenges to the award failed. View "Polychain Capital LP v. Pantera Venture Fund II LP" on Justia Law
MHP Management, LLC v. DTR MHP Management, LLC
The Court of Chancery granted Plaintiff's motion for summary judgment seeking an order confirming the arbitration panel's award in this case and denied Defendants' motion for summary judgment seeking to vacate the award, holding that there was no basis to vacate the arbitration panel's award.Defendants initiated arbitration proceedings against Plaintiff to challenge the validity of unsuitability determination that Plaintiff issued to Defendants under the parties' agreement. The arbitration panel determined that the unsuitability determination was valid. This litigation followed. The Court of Chancery confirmed the arbitration award, holding that Defendants were not entitled to relief on their allegations of error. View "MHP Management, LLC v. DTR MHP Management, LLC" on Justia Law
Kroll v. City of Wilmington
The Court of Chancery granted Defendants' motion to dismiss this amended complaint brought by Plaintiff seeking a determination that Defendants - the City of Wilmington, the Wilmington Police Department, and the mayor of the City - breached the collective bargaining agreement between the police union and the City when he was terminated for an alleged violation of the City's resident requirement, holding that this Court lacked subject matter jurisdiction.Specifically, the Court of Chancery held that Plaintiff's claims fell within the grievance procedure and were therefore subject to arbitration, and where Plaintiff did not follow the grievance process that was provided in the collective bargaining agreement, a complete remedy otherwise existed in the form of the grievance process outlined in the agreement. View "Kroll v. City of Wilmington" on Justia Law
CLP Toxicology, Inc. v. Casla Bio Holdings LLC
The Court of Chancery granted Defendant’s motion to dismiss Plaintiff’s complaint to vacate or modify an arbitration award for failure to state a claim, holding that there was no reasonably conceivable evident material miscalculation or evident material mistake in the arbitrator’s report.In 2017, Plaintiff and Company entered into a Securities Purchase Agreement. In 2018, under the dispute resolution provision of the agreement, Plaintiff and the Company engaged in mandatory, binding arbitration regarding the Company’s total accounts receivable reserve (the Total AR Reserve). The arbitrator issued a report determining the Total AR Reserve was $661,165. Plaintiff then filed a complaint to vacate or modify the arbitration award, arguing that the arbitrator made an evident material miscalculation or evident material mistake in his determination of the Total AR Reserve. The Court of Chancery disagreed and granted Defendant’s motion to dismiss. View "CLP Toxicology, Inc. v. Casla Bio Holdings LLC" on Justia Law
Stempien v. Marnie Properties, LLC
In this construction dispute, the Court of Chancery granted Defendant’s motion to dismiss Plaintiffs’ complaint seeking to vacate or modify an arbitration award for failure to state a claim and denying Plaintiffs’ motion for summary judgment, holding that the arbitrator did not exceed the scope of his authority or act in manifest disregard of the law when he awarded Defendant damages.In their first claim, Plaintiffs argued that the arbitrator’s interpretation of the provisions in the contract between the parties regarding the total cost of the construction project evidences a manifest disregard for the law. In their second claim, Plaintiffs argued that the arbitrator exceeded his authority and acted in manifest disregard of the law when he issued an award for fees and expenses to Defendant. The Court of Chancery disagreed, holding that the arbitrator did not act in manifest disregard of the law in either respect. View "Stempien v. Marnie Properties, LLC" on Justia Law
Agiliance, Inc. v. Resolver SOAR, LLC
The Court of Chancery held that an asset purchase agreement between the parties in this case required the parties to arbitrate their dispute over the net working capital of the assets that Defendant brought from Plaintiff, thus granting Plaintiff’s motion for summary judgment.Before the Court, Defendant argued that the parties agreed to an expert determination of certain narrow disputes but not to binding arbitration. The Court of Chancery disagreed, holding (1) the contract language was unambiguous and manifested an intent to require the parties to arbitrate their disputes; and (2) there was no basis to rule that a failure to include arbitration rules in an arbitration clause invalidates the arbitration clause or changes the distinction between procedural and substantive arbitrability. View "Agiliance, Inc. v. Resolver SOAR, LLC" on Justia Law
SC&A Constr., Inc. v. Potter
This case involved a home-improvement contract between Petitioner, a construction company, and Respondents, homeowners. Both parties argued that the other breached the contract. The superior court determined that the matter must be referred to arbitration under an arbitration provision in the contract. The arbitrator found in favor of Petitioner. Petitioner filed this action seeking to confirm the arbitration award and moved for summary judgment. Only after Petitioner filed its summary judgment motion did Respondents file an answer opposing confirmation of the award. The Court of Chancery granted the petition to confirm, holding that summary judgment was appropriate in this case. View "SC&A Constr., Inc. v. Potter" on Justia Law
Forsythe, et al. v. ESC Fund Management Co. (U.S.), Inc., et al.
In this derivative action, the parties sought judicial approval of a settlement. Defendants agreed to pay the Fund, on whose behalf the derivative claims were brought, and agreed not to pursue claims for indemnification against the Fund. Certain limited partners in the Fund, including the named plaintiffs, objected to the settlement consideration as inadequate. The court held that the settlement consideration fell within a range of fairness, albeit at the low end. Because the consideration fell within the range of fairness, the court will approve the settlement unless the objectors make the equivalent of a topping bid. View "Forsythe, et al. v. ESC Fund Management Co. (U.S.), Inc., et al." on Justia Law
In the Matter of The Rehabilitation of Manhattan Re-Ins. Co.
This action came before the court following the insolvency and proposed rehabilitation of a Delaware insurance company. At issue was whether the arbitration clause in the reinsurance agreements between the insolvent insurance company and the reinsurer were enforceable against the receiver under Delaware law. If so, the question became whether this court should, in its discretion, require the parties to honor their agreement to arbitrate in light of the ongoing rehabilitation of the insurer. The court held that Delaware law permitted enforcement of the arbitration clause of the reinsurance agreements against the receiver and that the parties should be required to arbitrate their competing claims to the disputed cash. In addition, the court ordered a partial stay of the proceedings pending resolution of the arbitration. View "In the Matter of The Rehabilitation of Manhattan Re-Ins. Co." on Justia Law
ASDC Holdings, et al. v. The Richard J. Malouf 2008 All Smiles Trust, et al.
This action arose from a transaction involving the sale of equity in a Texas-based dental practice management company to a Chicago-based private equity firm. At issue was whether the purchasers' ability to raise the forum selection clause issue in Texas provided them with an adequate remedy at law, undermining the basis for equity jurisdiction, and if not, whether the terms of the forum selection clause were broad enough to reach the Texas claims. The court held that the forum selection clause did not provide purchasers an adequate remedy at law, and therefore, the court had subject matter jurisdiction over their claims. The court also held that the forum selection clause here, which applied to any claims arising under or relating to the transaction, was sufficiently broad in scope that the purchasers were likely to succeed in showing that it provided exclusive jurisdiction in Delaware over the claims brought by the sellers in Texas. Accordingly, the court granted purchasers' motion for preliminary injunction. View "ASDC Holdings, et al. v. The Richard J. Malouf 2008 All Smiles Trust, et al." on Justia Law