Sonne v. Sacks, 314 A.2d 194 (Del. 1973). · Go Syfert
Sonne v. Sacks, 314 A.2d 194 (Del. 1973). Cases Citing This Book View Copy Cite
“iercing the corporate veil may be done only in the court of chancery . . . .”
38 citation events (18 in the last 25 years) across 11 distinct courts.
Strongest positive: Warren David Yu v. GSM Nation, LLC (delch, 2017-07-07)
Treatment trajectory · 1974 → 2026 · click a year to view as-of
1974 2000 2026
Top citers, strongest first. 27 distinct citers. How cited ↗
discussed Cited as authority (verbatim quote) Warren David Yu v. GSM Nation, LLC
Del. Ch. · 2017 · quote attribution · 1 verbatim quote · confidence high
iercing the corporate veil may be done only in the court of chancery . . . .
discussed Cited as authority (rule) Lynn Kane Van Reenan & Donald Van Reenan v. Carole & Zack Sieber & Richard Marcus
Del. Ct. Com. Pl. · 2024 · confidence medium
On May 31, 2024, the Court scheduled an oral argument for July 8, 3 Id at J 7 (citing Fisher v. Townsends, Inc., 695 A.2d 53 (Del. 1997)). “4 Td. (citing Sonne v. Sachs, 314 A.2d 194, 197 (Del. 1973)). 48 Td. “6 Plaintiffs’ Response to Marcus’ Appeal of Commissioner’s Recommendation q 1. “7 Id at § 2. “8 Plaintiff's Response to Sieber’s Appeal of Commissioner’s Recommendation qi. ” Id at § 2. 2024.°° Due to a scheduling conflict with one of the parties, the Court rescheduled the oral argument for July 29, 2024.
cited Cited as authority (rule) FinancialApps, LLC v. Envestnet, Inc.
D. Del. · 2024 · confidence medium
First, the case Envestnet cites for the legal proposition, Sonne v. Sacks, 314 A.2d 194, 196 (Del. 1973), does not appear to have involved agency liability, unlike this case.
discussed Cited as authority (rule) Vivint Solar, Inc. v. Jim Lundberg
Del. Ch. · 2024 · confidence medium
And, as our Supreme Court explained, its analysis was also “strengthened by the general rule that, if there is doubt as to which of two statutes of limitations applies, that doubt should be resolved in favor of the longer period.” Id. (citing Sonne v. Sacks, 314 A.2d 194, 196 (Del. 1973)).182 182 There is a suggestion in Sorensen that an employee’s claims pertaining to stock options would fall within Section 8111’s ambit.
discussed Cited as authority (rule) Vivint Solar, Inc. v. Jim Lundberg
Del. Ch. · 2024 · confidence medium
And, as our Supreme Court explained, its analysis was also “strengthened by the general rule that, if there is doubt as to which of two statutes of limitations applies, that doubt should be resolved in favor of the longer period.” Id. (citing Sonne v. Sacks, 314 A.2d 194, 196 (Del. 1973)).182 A few years later, Little Switzerland presented another Section 8111 and Section 8106 conflict. 867 A.2d 955 .
discussed Cited as authority (rule) NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION VS. OCCIDENTAL CHEMICAL CORPORATION (L-9868-05, ESSEX COUNTY AND STATEWIDE) (CONSOLIDATED)
N.J. Super. Ct. App. Div. · 2021 · confidence medium
Coverage Appeals, 222 A.3d 566 , 577 (Del. 2019) (citations omitted), and veil piercing is a doctrine of equity, Sonne v. Sacks, 314 A.2d 194, 197 (Del. 1973) (holding piercing the corporate veil could only be done in Delaware's Court of Chancery).
cited Cited as authority (rule) Philadelphia Indemnity Insurance Company v. Bogel
Del. Super. Ct. · 2021 · confidence medium
Given this Court’s lack of jurisdiction over the issue and PIIC’s 131 Bhole, Inc. v. Shore Investments, 67 A.3d 444, 453 (Del. 2013). 132 Sonne v. Sacks, 314 A.2d 194, 197 (Del. 1973).
discussed Cited as authority (rule) Weik, Nitsche & Dougherty, LLC v. Pratcher
Del. Ch. · 2020 · confidence medium
This conclusion is based primarily on the plain language of Defendants’ allegations, which indicate that Defendants seek compensation for cases they originated and settled before resigning from WND,71 despite conclusory allegations that their claims are based on Pratcher and Krayer’s “expectancy in the contracts.”72 69 Cochran I, 2000 WL 286722 , at *7 (quoting Brown, 249 A.2d at 441 ). 70 Cochran II, 809 A.2d at 559 (citing Sonne v. Sacks, 314 A.2d 194, 196 (Del. 1973)). 71 See, e.g., Countercl. ¶¶ 93 (hinging damages on “Fees Generated as of Nov. 7, 2017” and “Cases Settled�…
discussed Cited as authority (rule) Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.)
S.D.N.Y. · 2016 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 197 (Del.1973) (holding that piercing the corporate veil could only be done in the Court of Chancery); see Medi-Tec of Egypt Corp. v. Bausch & Lomb Surgical, France, No. 19760-NC, 2004 WL 5366102 , at *2 (Del.Ch.
discussed Cited as authority (rule) T&H Bail Bonds, Inc.
Del. Super. Ct. · 2015 · confidence medium
November 6, 2007). 23 See John Julian Const. Co. v. Monarch Builders, Inc., 324 A.2d 208, 209 (Del. 1974) (Citing Sonne v. Sacks, 314 A.2d 194, 197 (Del. 1973) (Holding that the Superior Court lacks jurisdiction to ‘pierce the corporate veil’ against corporate officers or stockholders). 24 Gallagher, 2007 WL 3262150 at *2 . 9 Accordingly, based on the facts outlined above, the Court is compelled to impose sanctions on PISI for its willful, contemptuous and defiant behavior in this matter, pursuant to Superior Court Civil Rule 37(b)(2)(C) 25.
discussed Cited as authority (rule) Edelstein v. Achaian Inc.
Del. Super. Ct. · 2014 · confidence medium
Ch. 1999) (“Delaware law clearly holds that officers of a corporation are not liable on corporate contracts as long as they do not purport to bind themselves individually.” (citations omitted)). 5 Sonne v. Sacks, 314 A.2d 194, 197 (Del. 1973). right, or inconsistent with it.”6 A claim of conversion is proper if the plaintiff can establish that it made a demand for the property and the defendant refused to deliver.7 Plaintiff presented evidence at trial that it made a demand for payment from Defendant for the legal fees it claimed were due and owing.
cited Cited as authority (rule) Stifel Financial Corp. v. Cochran
Del. · 2002 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 196 (Del.1973).
cited Cited as authority (rule) Retzler v. Pratt and Whitney Co.
Ill. App. Ct. · 1999 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 197 (Del. 1973).
cited Cited as authority (rule) Retzler v. Pratt and Whitney Co.
Ill. App. Ct. · 1999 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 197 (Del.1973).
cited Cited as authority (rule) Lindsey v. M. A. Zeccola & Sons, Inc.
3rd Cir. · 1994 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 196 (Del. 1973).
discussed Cited as authority (rule) Susan R. Lindsey v. M.A. Zeccola & Sons, Incorporated, a Delaware Corporation M.A. Zeccola (2×)
3rd Cir. · 1994 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 196 (Del.1973).
discussed Cited as authority (rule) United States v. Golden Acres, Inc.
D. Del. · 1988 · confidence medium
Under the law of Delaware, 4 a state which staunchly maintains the division of law and equity, “piercing the corporate veil may be done only in the Court of Chancery, when the purpose of the action is to obtain a judgment against individual stockholders or officers.” Sonne v. Sacks, 314 A.2d 194, 197 (Del.1973).
discussed Cited as authority (rule) Bradley v. Maryland Casualty Co.
D. Del. · 1983 · confidence medium
Fleischmann Lumber Corp. v. Resources Corp. Int’l, 211 F.2d 204 , 206 n. 4 (3d Cir.1954); Advocat v. Nexus Indus., Inc., 497 F.Supp. 328, 334 (D.Del. 1980); Sonne v. Sacks, 314 A.2d 194, 196 (Del.Sup.1973).
cited Cited as authority (rule) Advocat v. Nexus Industries, Inc.
D. Del. · 1980 · confidence medium
Sonne v. Sacks, 314 A.2d 194, 196 (Del.Sup.Ct.1973).
discussed Cited as authority (rule) Park Oil, Inc. v. Getty Refining & Marketing Co.
Del. · 1979 · confidence medium
In Sonne v. Sacks, Del.Supr., 314 A.2d 194, 197 (1973), this Court held that such an action will lie only in the Court of Chancery; we said: “In our opinion, piercing the corporate veil may be done only in the Court of Chancery, when the purpose of the action is to obtain a judgment against individual stockholders or officers, or against other corporations which have received assets without consideration.” Under settled principles of equity jurisprudence, once equity jurisdiction had attached, as it did here, the Court properly proceeded to deal with the whole matter.
discussed Cited "see" Kane v. PaCap Aviation Finance, LLC
D. Haw. · 2023 · signal: see · confidence high
See Sonne v. Sacks, 314 A.2d 194, 197 (Del. 1973) (“piercing the corporate veil may be done only in the Court of Chancery,” an equitable court); Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510, 1522 (2008) (“Traditional piercing of the corporate veil is justified as an equitable remedy when the shareholders have abused the corporate form to evade individual liability, circumvent a statute, or accomplish a wrongful purpose.” (emphasis added) (citing 9 Witkin, Summary of Cal. Law (10th ed. 2005) Corporations, §§ 9, 11–12)). with shared factual underpinnings in the s…
cited Cited "see" Bhole, Inc. v. Shore Investments, Inc.
Del. · 2013 · signal: see · confidence high
See Sonne v. Sacks, 314 A.2d 194, 197 (Del.1973) ("In our opinion, piercing the corporate veil may be done only in the Court of Chancery....”); BASF Corp. v. POSM II Props.
discussed Cited "see" Syed v. Hercules, Inc. (2×)
3rd Cir. · 2000 · signal: see · confidence high
See Sonne v. Sacks, 314 A.2d 194, 196 (Del.1973).
cited Cited "see" Syed v. Hercules Inc.
3rd Cir. · 2000 · signal: see · confidence high
See Sonne v. Sacks, 314 A.2d 194, 196 (Del. 1973).
cited Cited "see" Straub v. Mountain Trails Resort, Inc.
Colo. Ct. App. · 1988 · signal: see · confidence high
See Sonne v. Sacks, 314 A.2d 194 (Del.Supr.1973); American Petroleum Exchange v. Lord, 399 S.W.2d 213 (Tex.Civ.
discussed Cited "see" John Julian Construction Co. v. Monarch Builders, Inc. (2×) also: Cited "see, e.g."
Del. · 1974 · signal: see · confidence high
See Sonne v. Sacks, Del., 314 A.2d 194 (1973) holding that the Superior Court lacks jurisdiction to “pierce the corporate veil” against stockholders. 2 . 8 Del.C. § 281 provides: “§ 281.
discussed Cited "see, e.g." Graham v. Delaware Golf & Travel, LLC
Del. Super. Ct. · 2017 · signal: see also · confidence low
Ct. Feb. 25, 2016); see also Sonne v. Sacks, 314 A.2d 194 (Del. 1973) (stating that “piercing the corporate veil may be done only in the Court of Chancery, when the purpose of the action is to obtain a judgment against individual stockholders or officers”). 5
Retrieving the full opinion text from the archive…
Ernest H. SONNE, Plaintiff Below, Appellant,
v.
Robert SACKS, Individually, Et Al., Defendants Below, Appellees
Supreme Court of Delaware.
Dec 5, 1973.
314 A.2d 194
Donald W. Booker, of Booker, Green, Shaffer, Berl & Wise, Wilmington, for plaintiff below, appellant., Daniel' L. Twer, of Morris, James, Hitchens & Williams, Wilmington, for defendants below, appellees.
Carey, Duffy, Marvel, Vice-Chancellor.
Cited by 34 opinions  |  Published
CAREY, Justice:

Ernest H. Sonne, a registered pharmacist, was employed by Parklynn Greenville Pharmacy, Incorporated (hereinafter P. G. Pharmacy) during 1968 and 1969. He brought this action in March, 1971, to recover $2,505.25, the total amount of several checks drawn on the pharmacy’s account and made payable to appellant as consideration for his services from April 29, 1969, to December 30, 1969. Robert S. Sacks, was the sole owner of the pharmacy corporation. In 1969, he and his wife, M. Jean Sacks, established Marjean, Inc. (hereinafter Marjean), a Delaware corporation, for the purpose of changing the business from a pharmacy to a tavern. Mr. and Mrs. Sacks owned all of the stock of the new corporation, Marjean, until Mr. Sacks transferred his 50% interest to his wife in 1971.

Appellant sued Mr. Sacks and Mrs. Sacks individually, Marjean, P. G. Pharmacy, and[*196] another corporation in which Mr. Sacks had an interest, Parklynn-Limestone Drug's, Inc. hereinafter P-L Drugs), a Delaware corporation. P. G. Pharmacy and P-L Drugs are no longer in business and are insolvent.

The Superior Court entered judgment for all defendants, finding that (1) neither of the Sacks is personally liable to Sonne; (2) P-L Drugs is not liable to Sonne; and (3) although the facts of the case suggest that P. G. Pharmacy and Mar jean might have been liable to Sonne, appellant’s action is barred by 10 Del.C. § 8110. [1] We reverse the lower Court’s ruling that 10 Del.C. § 8110 bars appellant’s action against P. G. Pharmacy, and hold that Superior Court was without jurisdiction to consider appellant’s claim against the other four appellees.

I

The trial court erred in holding that appellant’s claim was barred by 10 Del.C. § 8110. While appellant’s action was indeed begun more than one year after his cause of action accrued, the gravamen of his claim is an action upon the checks. He has sought no more than the aggregate amount of those checks ($2,505.25), plus interest; his complaint states that the checks were returned because the account contained insufficient funds; and the checks were admitted at the trial. It is incidental that he acquired those checks as consideration for his services to the pharmacy. The Legislature has determined that actions for wages are barred if not commenced within one year, but it has also specifically provided that “[w]hen a cause of action arises from a promissory note, bill of exchange, or an acknowledgment under the hand of the party of a subsisting demand, the action may be commenced at any time within 6 years from the accruing of such cause of action.” 10 Del.C. § 8108. A check is, of course, a “bill of exchange” within the meaning of 10 Del.C. § 8108. Garden Check Cashing Service, Inc. v. First National City Bank, 18 N.Y.2d 941, 277 N.Y.S.2d 141, 223 N.E.2d 566 (1966).

Our holding that the statute of limitations applicable here is 10 Del.C. § 8108 is consistent with the general rule that, if there is doubt as to which of two statutes of limitations applies, that doubt should be resolved in favor of the longer period. 51 Am.Jur.2d Limitation of Actions § 63 (1970). Since appellant’s action is governed by the six-year limitation, and since P. G. Pharmacy has raised no other defense, we need not consider his argument that certain statements by an agent of P. G. Pharmacy tolled the running of the statute of limitations, nor need we discuss Sonne’s contention that he was an independent contractor, rather than an employee. He is entitled to judgment on that claim against that defendant.

II

The judgment against P. G. Pharmacy is probably of little value to the appellant. It has no assets, we are told. Possibly any tangible assets transferred by it without consideration to Mar jean could be seized under an execution on this judgment under the Uniform Fraudulent Conveyance Act, 6 Del.C. § 1309, which permits a judgment creditor to ignore the conveyance and seize such assets on an execution. It appears, however, that this method of proceeding is here largely theoretical because the seiza-ble assets allegedly transferred have lost their identity.

[*197] Actually, the appellant is primarily interested in securing a judgment against the other appellees, at least some of whom are apparently solvent. To accomplish that result, he must pierce the corporate veil. The question therefore arises whether he may do so in an action at law.

In our opinion, piercing the corporate veil may be done only in the Court of Chancery, when the purpose of the action is to obtain a judgment against individual stockholders or officers, or against other corporations which have received assets without consideration. We realize that in most states, little or no difficulty is presented because of statutory changes in the common law which have not been made in this state. With some specific exceptions, Delaware still follows the old distinctions between law and equity, probably more strictly than any other American jurisdiction. We still have separate courts of law and equity. Decisions of courts in other states on this point are accordingly of little help to us.

As we have suggested above, the corporate veil may possibly be pierced in the seizure of property under an execution at law under the Fraudulent Conveyance Act; a law court has broad powers over its own execution process, which is historically subject to the court’s control. But we are not presently concerned with an execution, but with the right to sue the transferees and the individuals who made the transfers. The appellant’s theory is that the individual defendants, who were the owners and officers of all three corporations, in fact treated them as if they were one and switched assets from one to another without regard to the corporate structure, with the result that P. G. Pharmacy was mulcted to the benefit of the others, leaving it with no assets to pay its debt. This is an argument which can be considered only in Chancery; the Superior Court had no power to pass upon the contention. Support for this view can be found in Damazo v. Wahby, 269 Md. 252, 305 A.2d 138 (Md.1973); E. M. Fleischmann Lumber Corp. v. Resources Corp. Int., 33 Del.Ch. 587, 98 A.2d 506 (1953); McKee v. Rogers, 18 Del.Ch. 81, 156 A. 191 (1931); 19 C.J.S. Corporations § 849, p. 279.

As to the defendants other than P. G. Pharmacy, the judgment below must be set aside, with permission to the appellant to request a transfer of the case against them to the Court of Chancery under 10 Del.C. § 1901. As to P. G. Pharmacy, the judgment must be reversed with instructions to enter judgment in appellant’s favor.

1

. 10 Del.C. § 8110 provides :

“No action for recovery upon a claim for wages, salary, or overtime for work, labor or personal services performed, or for damages (actual, compensatory or punitive, liquidated or otherwise), or for interest or penalties resulting from the failure to pay any such claim, or for any other benefits arising from such work, labor or personal services performed or in connection with any such action, shall be brought after the expiration of 1 year from the accruing of the cause of action on which such action is based.”