William Duffy

This case is a class action by former minority stockholders of TransOcean Oil who sold their shares to majority stockholder Vickers Energy in a $12-per-share tender offer. The Delaware Supreme Court had previously held that Vickers breached its fiduciary duty of complete candor by failing to disclose a higher internal asset valuation and its own willingness to pay up to $15 per share on the open market. On remand, the Court of Chancery applied an appraisal-style valuation using asset, market, and earnings factors, arriving at a per-share value of $11.85 and concluding that the selling shareholders suffered no damages. On appeal, the Supreme Court framed the narrow remaining issue as determining whether plaintiffs are entitled to any further equitable relief, such as rescission or additional damages, given the prior nondisclosure finding. The opinion emphasizes that the choice of remedy lies in the Chancellor's discretion but notes additional considerations arising from Vickers' dominant position and the limited post-tender market for the shares.

business & regulatory

The case concerned a libel lawsuit brought by the Chief of Police of Dover against a reporter and magazine publisher over an article that attributed to him statements about prostitution in the community, which the plaintiff claimed were false and defamatory, leading to public demands for his removal and other harms. The Superior Court dismissed the complaint for failure to plead special damages, relying on precedent that required such damages unless the libel fit one of four per se categories. The Delaware Supreme Court reversed, holding that a complaint alleging libel need not plead special damages if the statement is defamatory on its face or falls within recognized categories such as maligning the plaintiff in his business or profession, and that the pleading here met that standard under Delaware law. The court clarified the elements of defamation and overruled inconsistent prior authority on the pleading requirements.

torts & liabilityfree speech

In this case involving title to an easement and related matters, the Superior Court dismissed the plaintiff's complaint against defendants Potts, United States Borax, and Van Demark for failure to comply with discovery orders. The Delaware Supreme Court reversed those dismissals, concluding that the extreme sanction of dismissal with prejudice was inappropriate because the record showed that the plaintiff's attorneys, rather than the plaintiff itself, bore primary responsibility for the noncompliance. The court reasoned that dismissal requires some element of willfulness or conscious disregard by the party, which was not shown here apart from counsel's conduct, but directed the lower court on remand to impose alternative sanctions including attorney fees, costs, and expenses against the plaintiff and/or its attorneys.

propertyprocedure

This case is a wrongful death and survival action brought by the family of an eleven-year-old boy who died after colliding with a metal fence post while sledding on a hill in a county-owned recreational area under construction for park facilities. The Superior Court granted summary judgment to all defendants, finding the boy was a trespasser under the Delaware Premises Guest Statute and Restatement of Torts § 339, so the claims were barred. The Delaware Supreme Court affirmed summary judgment only as to defendant MCA, whose role was limited to inspection without control over construction, but reversed as to the other defendants. It held that material factual disputes existed on whether the construction area was effectively closed to the public, whether the boy was a trespasser or licensee, whether defendants exercised reasonable care given the visible hazards and child users, and whether the boy was contributorily negligent, all of which are jury questions.

torts & liabilityprocedure

The case involved a Maryland corporation, Sinwellan, and its president suing Farmers Bank of Delaware for wrongful dishonor of checks drawn on the corporation's account. The Delaware Supreme Court addressed whether the foreign corporation had to register under 8 Del.C. § 371 to maintain the suit and whether the president qualified as a "customer" under the UCC, 6 Del.C. § 4-402. The court held that Sinwellan engaged in sufficient activities in Delaware—including maintaining a bank account, advertising, executing contracts, and providing services—to require compliance with the registration statute before suing, reversing the lower court's denial of the motion to dismiss on that ground. It further ruled that the president lacked a cause of action because the account belonged to the corporation, not him individually, and the statutory definition of customer did not extend to him based on his role in opening or controlling the account. The decision rested on the plain language of the statutes and the record showing the corporation's intra-state business activities.

business & regulatoryprocedure

In Bailey v. State, the defendant sought reargument of a prior denial of his motion for a certificate of reasonable doubt, which would allow bail pending appeal in his criminal case, supported by additional case citations and trial testimony excerpts. The court held that, absent extraordinary circumstances, a single ruling by a justice on such a bail application should govern during the appellate process. It further reasoned that any alleged error must be clear, flagrant, or obvious from the record without requiring in-depth analysis or weighing of evidence, as deeper review could improperly decide appeal merits. On both procedural and substantive grounds, the renewed motion was found without merit and denied.

criminal lawprocedure

In Bailey v. State, the defendant was convicted in Superior Court of manslaughter and possession of a deadly weapon during a felony and sought a certificate of reasonable doubt from the Delaware Supreme Court under 11 Del.C. § 4502 to stay his sentence and obtain bail pending appeal. The motion was first denied by the trial court, and one Justice of the Supreme Court considered it independently after the appeal was timely filed. The court held that the statute requires the defendant to show either reasonable grounds to believe the record contains error that might require reversal or an important question of substantive law that should be decided by the Supreme Court. After reviewing the defendant's twelve asserted grounds—including claims of evidentiary errors, improper jury contacts during deliberations, and other procedural issues—the Justice concluded that none satisfied either statutory criterion, as some were governed by existing precedent like Turner v. Louisiana and others lacked the required showing of potential reversal or novel substantive importance. The application was therefore denied, with the ruling limited to the bail issue and not addressing the merits of the appeal.

criminal lawprocedure