minimum contacts analysis in Delaware

2025The justices stated, however, that the principles of International Shoe applied to “all assertions of state-court jurisdiction.”31 This court has interpreted that 27 Id. 28 Id. 29 Id. 30 Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1941)). 31 Shaffer, 433 U.S. at 212 . 14 language to mean that International Shoe also governs the exercise of in rem jurisdiction and quasi in rem jurisdiction in its property-related manifestation.32 After Shaffer, determining whether the court can assert in rem jurisdiction or quasi in rem jurisdiction invo

2025SA, 56 A.3d 1023, 1027 (Del. 2012) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). 11 court’s exercise of jurisdiction over the defendant.”43 “If, as here, no evidentiary hearing has been held, plaintiffs need only make a prima facie showing of personal jurisdiction and ‘the record is construed in the light most favorable to the plaintiff.’”44 “When a party is bound by a forum selection clause, the party is considered to have expressly consented to personal jurisdiction.”45 “An express consent to jurisdiction, in and of itself, satisfies the requirements of Due Process,” elim

2020Del. 2008) (observing that “an express consent to jurisdiction, in and of itself, satisfies the requirements of Due Process,” thus eliminating the need to undertake a minimum contacts analysis” (citing Sternberg v. O’Neil, 550 A.2d 1105, 1116 (Del. 1988), abrogated on other grounds by Genuine Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016))); Ruggiero v. FuturaGene, plc., 948 A.2d 1124, 1132 (Del.

2016Sternberg‘s interpretation was heavily influenced by a prior reading given to § 376 by our U.S. District Court,4 and like that District Court decision, rested on a view of federal jurisprudence that has now been fundamentally undermined by Daimler and its predecessor Goodyear Dunlop Tires Operations, S.A. v. Brown.5 Not only that, Sternberg was a case where the exercise of personal jurisdiction over the foreign corporation was proper under the minimum-contacts test, anyway,6 and where the corporate governance claims at issue were closely connected to the internal affairs of a Delaware corporat

2026True, Istituto Bancario called for “a strict 142 Istituto Bancario, 449 A.2d at 225 . 143 See Carlton Invs., 1995 WL 694397 , at *12. 144 Istituto Bancario, 449 A.2d at 225 ; accord Hercules, 611 A.2d at 482 n.6 (explaining that the conspiracy theory “provides a framework with which to analyze a foreign defendant’s contacts with Delaware”). 35 test,” 145 and this court asserted in 2000 that the test must be “very narrowly construed” to ensure that a plaintiff did not “circumvent the minimum contacts requirement.”146 That was before the Delaware Supreme Court applied the test in 2012 without ca

2026True, Istituto Bancario called for “a strict 142 Istituto Bancario, 449 A.2d at 225 . 143 See Carlton Invs., 1995 WL 694397 , at *12. 144 Istituto Bancario, 449 A.2d at 225 ; accord Hercules, 611 A.2d at 482 n.6 (explaining that the conspiracy theory “provides a framework with which to analyze a foreign defendant’s contacts with Delaware”). 35 test,” 145 and this court asserted in 2000 that the test must be “very narrowly construed” to ensure that a plaintiff did not “circumvent the minimum contacts requirement.”146 That was before the Delaware Supreme Court applied the test in 2012 without ca

2025Id. at 10-13. 54 Id. at 13-18; see Hazout v. Tsang Mun Ting, 134 A.3d 274, 278 (Del. 2016) (“[A]ny exercise of personal jurisdiction under [a] statute [must be] consistent with due process, by applying the established minimum contacts test[.]”). 55 See SAC ¶¶ 13-14. 56 See SAC ¶ 1. 57 MTD at 16; see generally SAC. -9- Agreement did not involve the change in control of a Delaware corporation.”58 According to the Plaintiffs, the Individuals consented to Delaware jurisdiction in two ways.59 First, Plaintiffs contend the Agreement’s forum-selection clause binds the Individuals, notwithstanding the

2025Mar. 28, 2018); and then citing Hazout, 134 A.3d at 292 ). 106 Id. 107 See Hazout, 134 A.3d at 291 . 31 due process analysis.108 The Court applies the International Shoe “minimum contacts” test when analyzing due process.109 The focus of the inquiry is whether the defendant “engaged in sufficient ‘minimum contacts’ with Delaware” such that requiring her to defend herself here is “consistent with the traditional notions of fair play and justice.”110 Delaware courts evaluate several factors in the minimum contacts analysis for non-resident corporate officers.

2025Those agreements, however, provide personal jurisdiction only to the extent of claims “arising out of this Agreement or any transaction contemplated hereby.”47 This consent to jurisdiction does not extend to the Tort Claims.48 43 Ryan v. Gifford, 935 A.2d 258, 265 (Del.

2024“Delaware has a strong interest in providing a forum for disputes relating to the ability of managers of an LLC formed under its law to properly discharge their respective managerial functions.”42 “Due process is satisfied as long as (i) the allegations against the defendant-manager focus centrally on the defendant’s rights, duties and obligations 39 Ryan, 935 A.2d at 265 (citations omitted). 40 See Hazout v. Tsang Mun Ting, 134 A.3d 274 , 293–94 (Del. 2016) (reaching similar conclusion as to directors of a Delaware corporation subject to 10 Del.

2025SA, 56 A.3d 1023, 1027 (Del. 2012) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). 11 court’s exercise of jurisdiction over the defendant.”43 “If, as here, no evidentiary hearing has been held, plaintiffs need only make a prima facie showing of personal jurisdiction and ‘the record is construed in the light most favorable to the plaintiff.’”44 “When a party is bound by a forum selection clause, the party is considered to have expressly consented to personal jurisdiction.”45 “An express consent to jurisdiction, in and of itself, satisfies the requirements of Due Process,” elim

2019SA, 56 A.3d 1023, 1027 (Del. 2012) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). 25 consented to personal jurisdiction.” 106 “An express consent to jurisdiction, in and of itself, satisfies the requirements of Due Process,” eliminating the need to undertake a minimum contacts analysis. 107 Forum selection clauses are “‘presumptively valid’ and should be ‘specifically’ enforced unless the resisting party ‘clearly show[s] that enforcement would be unreasonable and unjust, or that the clause [is] invalid for such reasons as fraud and overreaching.’” 108 Two agreements at issue

2023Dec. 14, 2021) (finding that when “a party properly consents to personal jurisdiction by contract, a minimum contacts analysis is not required.” And that “[w]here a party is considered bound to a forum selection clause, the court treats that party as having expressly consented to personal jurisdiction.” (first quoting Ruggiero v. FuturaGene, plc., 948 A.2d 1124, 1132 (Del.

2020Del. 2008) (observing that “an express consent to jurisdiction, in and of itself, satisfies the requirements of Due Process,” thus eliminating the need to undertake a minimum contacts analysis” (citing Sternberg v. O’Neil, 550 A.2d 1105, 1116 (Del. 1988), abrogated on other grounds by Genuine Parts Co. v. Cepec, 137 A.3d 123 (Del. 2016))); Ruggiero v. FuturaGene, plc., 948 A.2d 1124, 1132 (Del.

2020Aug. 22, 2016) (dismissing claims based on allegedly defamatory content posted on a Facebook page for lack of personal jurisdiction); Hidria v. Delo, 783 S.E.2d 839, 844 (S.C. 2016) (affirming the circuit court's dismissal of the online newspaper's publisher: “[T]he mere accessibility of the articles via unilateral use of the Internet by someone located in South Carolina does not satisfy the traditional minimum contacts analysis under the facts of this case.”’)). 33 Pl.’s Mot., Exhibit F at 4 5. 34 Td, Exhibit F at 75. 35 Jd, Exhibit F at ] 6. 36 Jd, Exhibit F at J 11. 37 See Ciabattoni v. Tea

2016Aug. 22, 2016) (dismissing claims based on allegedly defamatory content posted on a Facebook page for lack of personal jurisdiction); Hidria v. Delo, 783 S.E.2d 839, 844 (S.C. 2016) (affirming the circuit court’s dismissal of the online newspaper’s publisher: “[T]he mere accessibility of the articles via unilateral use of the Internet by someone located in South Carolina does not satisfy the traditional minimum contacts analysis under the facts of this case.”). 48 Although Terrapinn, Holdings’ allegedly at-fault subsidiary, is a Delaware corporation, personal jurisdiction may not be exercised

2021Litig., 600 A.2d at 53 (citing Int’l Shoe, 326 U.S. 310 ); Ryan v. Gifford, 935 A.2d at 268 n.24 (citation omitted). 17 The Delaware Supreme Court did not have the opportunity to directly address the Hana Ranch case and its progeny until Hazout v. Tsang Mun Ting in 2016.85 In doing so, the Delaware Supreme Court noted the disjunctive presentation of the Consent Statute in text, giving rise to the interpretation that “the General Assembly intended there to be two categories of cases to which directors and officers had consented to service.” 86 The Hazout Court considered the “necessary or prope

2016See In re USACafes, 600 A.2d at 53 (noting that "[t]he doctrine of stare decisis" removed the option of hewing to the plain language of the Necessary and Proper Party Provision and applying the minimum contacts analysis to guard against unconstitutional application of that provision). 48 .

2026True, Istituto Bancario called for “a strict 142 Istituto Bancario, 449 A.2d at 225 . 143 See Carlton Invs., 1995 WL 694397 , at *12. 144 Istituto Bancario, 449 A.2d at 225 ; accord Hercules, 611 A.2d at 482 n.6 (explaining that the conspiracy theory “provides a framework with which to analyze a foreign defendant’s contacts with Delaware”). 35 test,” 145 and this court asserted in 2000 that the test must be “very narrowly construed” to ensure that a plaintiff did not “circumvent the minimum contacts requirement.”146 That was before the Delaware Supreme Court applied the test in 2012 without ca

2025The justices stated, however, that the principles of International Shoe applied to “all assertions of state-court jurisdiction.”31 This court has interpreted that 27 Id. 28 Id. 29 Id. 30 Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1941)). 31 Shaffer, 433 U.S. at 212 . 14 language to mean that International Shoe also governs the exercise of in rem jurisdiction and quasi in rem jurisdiction in its property-related manifestation.32 After Shaffer, determining whether the court can assert in rem jurisdiction or quasi in rem jurisdiction invo

2025The justices stated, however, that the principles of International Shoe applied to “all assertions of state-court jurisdiction.”31 This court has interpreted that 27 Id. 28 Id. 29 Id. 30 Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1941)). 31 Shaffer, 433 U.S. at 212 . 14 language to mean that International Shoe also governs the exercise of in rem jurisdiction and quasi in rem jurisdiction in its property-related manifestation.32 After Shaffer, determining whether the court can assert in rem jurisdiction or quasi in rem jurisdiction invo

2019SA, 56 A.3d 1023, 1027 (Del. 2012) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). 25 consented to personal jurisdiction.” 106 “An express consent to jurisdiction, in and of itself, satisfies the requirements of Due Process,” eliminating the need to undertake a minimum contacts analysis. 107 Forum selection clauses are “‘presumptively valid’ and should be ‘specifically’ enforced unless the resisting party ‘clearly show[s] that enforcement would be unreasonable and unjust, or that the clause [is] invalid for such reasons as fraud and overreaching.’” 108 Two agreements at issue

2019First, it must consider whether the Statute confers jurisdiction and authorizes service of process on the defendant. 10 Second, if the Court determines that the defendant’s conduct falls within one of the enumerated categories, 11 the Court must evaluate whether the plaintiff demonstrates that subjecting the defendant to jurisdiction in Delaware does not violate the Due Process Clause of the Fourteenth Amendment.12 Compliance with Due Process is satisfied via “the so-called minimum contacts requirement,” because when a non-resident defendant has sufficient minimum contacts with Delaware, that

2019First, it must consider whether the Statute confers jurisdiction and authorizes service of process on the defendant. 10 Second, if the Court determines that the defendant’s conduct falls within one of the enumerated categories, 11 the Court must evaluate whether the plaintiff demonstrates that subjecting the defendant to jurisdiction in Delaware does not violate the Due Process Clause of the Fourteenth Amendment.12 Compliance with Due Process is satisfied via “the so-called minimum contacts requirement,” because when a non-resident defendant has sufficient minimum contacts with Delaware, that

2018See Osborn , 991 A.2d at 1158 ("We review a trial judge's factual findings for clear error.").

2016By the generality of its terms, a foreign corporation qualified in Delaware is subject to service of process in Delaware on any transitory cause of action.‘‖ (quoting D’Angelo v. Petroleos Mexicanos, 378 F. Supp. 1034, 1039 (D.

2007L.L.C. v. Rosheim, 753 A.2d 974, 980 (Del.Ch.2000) (advocating the use of the Due Process analysis to temper potentially overbroad application of the terms of Delaware’s director consent statute, 10 Del.