actionable claim in Delaware

2024Like in Ryan, the 70 Id. 71 See, e.g., VLIW Tech., 840 A.2d at 611 (internal quotations omitted) (“In alleging a breach of contract, a plaintiff need not plead specific facts to state an actionable claim.

2023“In alleging a breach of contract, a plaintiff need not plead specific facts to state an actionable claim.” VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 611 (Del. 2003).

2016Dec. 20, 2012). 156 Carsanaro, 65 A.3d at 658 (“In my view, the Delaware Supreme Court's decisions preserve stockholder standing to pursue individual challenges to self-interested stock issuances when the facts alleged support an actionable claim for breach of the duty of loyalty.

2014See Carsanaro, 65 A.3d at 658 (“In my view, the Delaware Supreme Court’s decisions [in Tooley and Gentile] preserve stockholder standing to pursue individual challenges to self-interested stock issuances when the facts alleged support an actionable claim for breach of the duty of loyalty. . . .

2025The Delaware Supreme Court has held that “although the actionability of wrongdoing can be a relevant factor for the Court of Chancery to consider when assessing the legitimacy 6 Seinfeld v. Verizon Commc’ns, Inc., 909 A.2d 117, 121 (Del. 2006). 7 Id. 11 of a stockholder’s stated purpose, an investigating stockholder is not required in all cases to establish that the wrongdoing under investigation is actionable.”8 In reaching this conclusion, the justices rejected a line of Court of Chancery decisions that required a stockholder to articulate an actionable claim before obtaining books and recor

2025The Delaware Supreme Court has held that “although the actionability of wrongdoing can be a relevant factor for the Court of Chancery to consider when assessing the legitimacy 6 Seinfeld v. Verizon Commc’ns, Inc., 909 A.2d 117, 121 (Del. 2006). 7 Id. 11 of a stockholder’s stated purpose, an investigating stockholder is not required in all cases to establish that the wrongdoing under investigation is actionable.”8 In reaching this conclusion, the justices rejected a line of Court of Chancery decisions that required a stockholder to articulate an actionable claim before obtaining books and recor

2025Apr. 28, 2025) (quoting McMullin v. Beran, 765 A.2d 910, 916 (Del. 2000)). 25 support the claims asserted, the plaintiffs would not be entitled to relief.’” 54 “‘That determination by this Court, as in the trial court, is generally limited to the factual allegations contained in the complaint.’”55 “‘When reviewing a Rule 12(b)(6) motion, a trial court must accept as true all of the well-pleaded allegations of fact, but is not required to accept as true conclusory allegations without specific supporting factual allegations.’”56 “‘Dismissal is appropriate when the defendant’s interpretation is t

2025ANALYSIS A. Principles of Contract Interpretation We begin by considering the principles of contract law that guide our analysis. 54 Id. (quoting McMullin, 765 A.2d at 916 ) (internal quotation omitted). 55 Id. (quoting VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 611 (Del. 2003)). 56 Id. (quoting Page v. Oath Inc., 270 A.3d 833 , 842 (Del. 2022) (internal quotations omitted)). 57 Id. (quoting Fortis Advisors LLC v. Medtronic Minimed, Inc., 2024 WL 3580827 , at *9 (Del.

2021To survive a Rule 12(b)(6) motion to dismiss, a pleading for breach of contract must allege: (1) the existence of a contract; (2) that the contract was breached; and (3) [that] damages [were] suffered as a result of the breach.”17 “In alleging a breach of contract, a plaintiff need not plead specific facts to state an actionable claim.”18 “[A] complaint for breach of contract is sufficient if it contains ‘a short and plain statement of the claim showing that the pleader is entitled to relief.’”19 This statement need “only give the defendant fair notice of a 16 Spence, 396 A.2d at 968 (citing K

2020The Delaware Supreme Court has never equated the credible-basis standard with an actionable-claim requirement.16 Stewart Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040 , 1056–57 (Del. 2004) (“Both this Court and the Court of Chancery have continually advised plaintiffs who seek to plead facts establishing demand futility that the plaintiffs might successfully have used a Section 220 books and records inspection to uncover such facts.”); Brehm v. Eisner, 746 A.2d 244 , at 266–67 (Del. 2000) (rejecting argument “that the system of requiring a stockholder to plead particularized facts in a deri

2020The Delaware Supreme Court has never equated the credible-basis standard with an actionable-claim requirement.16 Stewart Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040 , 1056–57 (Del. 2004) (“Both this Court and the Court of Chancery have continually advised plaintiffs who seek to plead facts establishing demand futility that the plaintiffs might successfully have used a Section 220 books and records inspection to uncover such facts.”); Brehm v. Eisner, 746 A.2d 244 , at 266–67 (Del. 2000) (rejecting argument “that the system of requiring a stockholder to plead particularized facts in a deri

2020No. 2019-0165-JRS August 21, 2020 Page 8 unless the plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances susceptible of proof. 24 Because this case presents legal issues surrounding the “proper interpretation of language in a contract,”25 the Court may address these issues at the motion to dismiss stage if “the language of [the] contract is plain and unambiguous.” 26 Contract language is ambiguous “only when the provisions in controversy are reasonably or fairly susceptible of different interpretations or may have two or more different meanings.”27 D

2020Ch. 2006) (noting that issues of contract interpretation present questions of law). 26 Id. 27 AT&T Corp. v. Lillis, 953 A.2d 241, 252 (Del. 2008) (quotations omitted). 28 Caspian Alpha Long Credit Fund, L.P. v. GS Mezzanine P’rs 2006, L.P., 93 A.3d 1203, 1205 (Del. 2014); Kahn v. Portnoy, 2008 WL 5197164 , at *3 (Del.

2020Ch. 2006) (noting that issues of contract interpretation present questions of law). 26 Id. 27 AT&T Corp. v. Lillis, 953 A.2d 241, 252 (Del. 2008) (quotations omitted). 28 Caspian Alpha Long Credit Fund, L.P. v. GS Mezzanine P’rs 2006, L.P., 93 A.3d 1203, 1205 (Del. 2014); Kahn v. Portnoy, 2008 WL 5197164 , at *3 (Del.

2020Yet these decisions admonished the plaintiffs for not having used the “tools at hand” to develop their claims before filing suit.19 18 See, e.g., Wood v. Baum, 953 A.2d 136, 144 (Del. 2008) (affirming dismissal of Caremark claim under Rule 23.1; noting that “plaintiff could have, but chose not to, make a books and records request”); In re Dow Chem.

2020Ch. 2006) (noting that issues of contract interpretation present questions of law). 26 Id. 27 AT&T Corp. v. Lillis, 953 A.2d 241, 252 (Del. 2008) (quotations omitted). 28 Caspian Alpha Long Credit Fund, L.P. v. GS Mezzanine P’rs 2006, L.P., 93 A.3d 1203, 1205 (Del. 2014); Kahn v. Portnoy, 2008 WL 5197164 , at *3 (Del.

2019Lilly Co., Inc. v. Fisher, 799 F.Supp. 1562, 1565-69 (D.

2017The implied covenant of good faith and fair dealing cannot be disclaimed and inheres in every contract.150 Here, however, the Plaintiff conceded at oral argument that if the rebuttable presumption attached rather than the conclusive presumption, his claims under the implied 148 Id. at ¶ 3. 149 See id. at ¶¶ 3, 58. 150 See Brinckerhoff V, 2017 WL 1046224, at *7 (“The drafter cannot, however, disclaim the implied covenant of good faith and fair dealing.”) (citing 6 Del.

2014Thus, the termination fee cannot form the basis of an actionable claim against the Individual Defendants for money damages. included in the Merger Agreement are customary in public company mergers today.”); In re Toys “R” Us, Inc. S’holder Litig., 877 A.2d 975, 1017 (Del.

2004See McMillan v. Intercargo Corp., 768 A.2d 492 , 505 n. 55 (Del.Ch.2000) ("The board's reliance upon an investment banker (whose independence and qualifications are not challenged in the complaint) is another factor weighing against the plaintiffs' ability to state an actionable claim that the defendant directors breached their fiduciary duties by failing to secure the highest value reasonably attainable.”). 28 .