breach standard in Delaware

2024Compare id., with Beard Rsch., Inc., 8 A.3d at 602 . 67 That said, Defendant’s assertion is well-taken that Plaintiffs cannot bring a breach claim for acts Defendant took when he owed them no fiduciary duty.

2015As a corollary to this presumption, the court noted it could take into account the willfulness of the breach in deciding whether to require a lesser degree of certainty. 131 SIGA argues that the Court of Chancery applied the “wrongdoer rule” punitively, because it is only to those uncertainties caused by the breach that the presumption 127 Beard Research, Inc. v. Kates, 8 A.3d 573, 613 (Del.

2020An expert signed the affidavit; The affidavit was accompanied by a current curriculum vitae; The expert gives an opinion that there are reasonable grounds to believe there has been a breach in the standard of care by each defendant and that each breach against each defendant was a proximate cause of injuries to the plaintiff; The curriculum vitae establishes the expert is licensed to practice medicine as of the date of the affidavit; The curriculum vitae establishes that for the three years preceding the negligent act, the expert was engaged in the treatment of patients and in the teaching/aca

2020An expert signed the affidavit; The affidavit was accompanied by a current curriculum vitae; The expert gives an opinion that there are reasonable grounds to believe there has been a breach in the standard of care by each defendant and that each breach against each defendant was a proximate cause of injuries to the plaintiff; The curriculum vitae establishes the expert is licensed to practice medicine as of the date of the affidavit; The curriculum vitae establishes that for the three years preceding the negligent act, the expert was engaged in the treatment of patients and in the teaching/aca

2024R. 56(c). 17 See Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1979). 18 See id. at 681 . 19 See Merrill v. Crothall-American, Inc., 606 A.2d 96, 99-100 (Del. 1992) (internal citations omitted). 5 employment of an attorney; (2) the attorney’s neglect of a professional obligation; and (3) resultant loss. 20 To prove the third element, the damages element, the Plaintiff in a legal malpractice action must demonstrate that “but for his lawyers’ negligence, Plaintiff would have been successful in the underlying action.”21 “Thus, in order to sustain a claim of professional negligence against a Delaware

2023Before liability can be established in a medical malpractice action, a plaintiff must present expert medical testimony as to: 1) the applicable standard of care; 2) the alleged deviation from that standard; and 3) the causal link between the breach of the standard of care and the alleged injury.6 The proximate cause of an injury must be supported by expert medical testimony.7 Without the expert testimony, a jury is not permitted to connect the dots between a bare allegation of medical negligence and an injury.8 Experts must testify to a reasonable degree of medical probability as to all three

2022Fund v. Ferbar Corp. of Cal., Inc., 522 U.S. 192, 195 (1997) (concluding that when an employer fails to make obligatory installment payments under ERISA, “each missed payment creates a separate cause of action with its own . . . limitations period”); Bd. of Trustees of Dist.

2022Fund v. Ferbar Corp. of Cal., Inc., 522 U.S. 192, 195 (1997) (concluding that when an employer fails to make obligatory installment payments under ERISA, “each missed payment creates a separate cause of action with its own . . . limitations period”); Bd. of Trustees of Dist.

2022Jur. 2d Pensions § 754 (“Where the fiduciary breach is a recurring one, the limitations period for an action under [ERISA] with respect to the breach or violation of a fiduciary duty is triggered anew each time another in the series of violations occurs, as, for example, each time a pension fund is injured as a result of unlawful investments or excessive benefit payments.” (footnotes omitted)); see Morrissey v. Curran, 567 F.2d 546 (2d Cir. 1977) (holding claim timely under ERISA for breach of duty from failing to divest plan of unlawful investment even though original decision to invest pre-d

2022Jur. 2d Pensions § 754 (“Where the fiduciary breach is a recurring one, the limitations period for an action under [ERISA] with respect to the breach or violation of a fiduciary duty is triggered anew each time another in the series of violations occurs, as, for example, each time a pension fund is injured as a result of unlawful investments or excessive benefit payments.” (footnotes omitted)); see Morrissey v. Curran, 567 F.2d 546 (2d Cir. 1977) (holding claim timely under ERISA for breach of duty from failing to divest plan of unlawful investment even though original decision to invest pre-d

2024R. 56(c). 17 See Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1979). 18 See id. at 681 . 19 See Merrill v. Crothall-American, Inc., 606 A.2d 96, 99-100 (Del. 1992) (internal citations omitted). 5 employment of an attorney; (2) the attorney’s neglect of a professional obligation; and (3) resultant loss. 20 To prove the third element, the damages element, the Plaintiff in a legal malpractice action must demonstrate that “but for his lawyers’ negligence, Plaintiff would have been successful in the underlying action.”21 “Thus, in order to sustain a claim of professional negligence against a Delaware

2024R. 56(c). 17 See Moore v. Sizemore, 405 A.2d 679, 680 (Del. 1979). 18 See id. at 681 . 19 See Merrill v. Crothall-American, Inc., 606 A.2d 96, 99-100 (Del. 1992) (internal citations omitted). 5 employment of an attorney; (2) the attorney’s neglect of a professional obligation; and (3) resultant loss. 20 To prove the third element, the damages element, the Plaintiff in a legal malpractice action must demonstrate that “but for his lawyers’ negligence, Plaintiff would have been successful in the underlying action.”21 “Thus, in order to sustain a claim of professional negligence against a Delaware

2026So only the breach claim relating to the Earnout Provision is dismissed, not the breach-of- contract claim against Steelhead in its entirety. 60 See VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). - 12 - generally gives priority to the parties’ intentions contained in the four corners of the contract.61 “In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein.”62 “The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts wi

2026So only the breach claim relating to the Earnout Provision is dismissed, not the breach-of- contract claim against Steelhead in its entirety. 60 See VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). - 12 - generally gives priority to the parties’ intentions contained in the four corners of the contract.61 “In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein.”62 “The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts wi

2026Corp. v. Roven, 603 A.2d 818, 824 (Del. 1992). 66 Lorillard Tobacco Co. v. Am.

2026So only the breach claim relating to the Earnout Provision is dismissed, not the breach-of- contract claim against Steelhead in its entirety. 60 See VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). - 12 - generally gives priority to the parties’ intentions contained in the four corners of the contract.61 “In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein.”62 “The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts wi

2026So only the breach claim relating to the Earnout Provision is dismissed, not the breach-of- contract claim against Steelhead in its entirety. 60 See VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). - 12 - generally gives priority to the parties’ intentions contained in the four corners of the contract.61 “In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein.”62 “The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts wi

2026Green contends MCDS breached the Work Letter by failing to properly cooperate with Green during the budgeting process.163 MCDS counters that it complied with its obligations regarding cooperation.164 Because the Court found 162 Highlands, 129 P.3d at 1024 (“Here, tenant clearly communicated its intent not to perform under the lease, and thus landlord’s compliance with the lease provisions requiring notice and opportunity to cure would have been futile acts.”). 163 Green Opening at 48–52. 164 MCDS Opening at 30–32. 25 MCDS repudiated the Lease, Green’s noncooperation claim—a separate breach cla

2026So only the breach claim relating to the Earnout Provision is dismissed, not the breach-of- contract claim against Steelhead in its entirety. 60 See VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). - 12 - generally gives priority to the parties’ intentions contained in the four corners of the contract.61 “In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein.”62 “The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts wi

2026So only the breach claim relating to the Earnout Provision is dismissed, not the breach-of- contract claim against Steelhead in its entirety. 60 See VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). - 12 - generally gives priority to the parties’ intentions contained in the four corners of the contract.61 “In upholding the intentions of the parties, a court must construe the agreement as a whole, giving effect to all provisions therein.”62 “The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts wi

2024Co., 700 A.2d 127, 129 (Del. 1997) (internal citation omitted). 62 Rhone-Poulenc, 616 A.2d at 1196 . 63 Vanderbilt Income & Growth Assocs., L.L.C. v. Arvida/JMB Managers, Inc., 691 A.2d 609, 613 (Del. 1996) (emphasis supplied) (citation omitted). 64 MTD at 8 (emphasis supplied—not in original). 65 Id. at 9 (citing Compl. ¶¶ 14, 19). 66 Id. (citing Compl. ¶¶ 10-11). 67 Id. at 9. 10 Mr. Schatzman responds that the language of Section 3(g) is ambiguous, requiring this Court to allow the breach claim to proceed and to issue the declaratory judgment sought under Count VI.68 Mr. Schatzman contends:

2024Co., 700 A.2d 127, 129 (Del. 1997) (internal citation omitted). 62 Rhone-Poulenc, 616 A.2d at 1196 . 63 Vanderbilt Income & Growth Assocs., L.L.C. v. Arvida/JMB Managers, Inc., 691 A.2d 609, 613 (Del. 1996) (emphasis supplied) (citation omitted). 64 MTD at 8 (emphasis supplied—not in original). 65 Id. at 9 (citing Compl. ¶¶ 14, 19). 66 Id. (citing Compl. ¶¶ 10-11). 67 Id. at 9. 10 Mr. Schatzman responds that the language of Section 3(g) is ambiguous, requiring this Court to allow the breach claim to proceed and to issue the declaratory judgment sought under Count VI.68 Mr. Schatzman contends:

2024Co., 700 A.2d 127, 129 (Del. 1997) (internal citation omitted). 62 Rhone-Poulenc, 616 A.2d at 1196 . 63 Vanderbilt Income & Growth Assocs., L.L.C. v. Arvida/JMB Managers, Inc., 691 A.2d 609, 613 (Del. 1996) (emphasis supplied) (citation omitted). 64 MTD at 8 (emphasis supplied—not in original). 65 Id. at 9 (citing Compl. ¶¶ 14, 19). 66 Id. (citing Compl. ¶¶ 10-11). 67 Id. at 9. 10 Mr. Schatzman responds that the language of Section 3(g) is ambiguous, requiring this Court to allow the breach claim to proceed and to issue the declaratory judgment sought under Count VI.68 Mr. Schatzman contends:

2020Aug. 23, 2010); Ward v. Shoney’s, Inc., 817 A.2d 799, 803 (Del. 2003); Sweiger v. Del.

2020The opinion of Home Inspection Expert is challenged by Home Inspector who argues that the proposed testimony must be excluded because these “opinions are based on a non-existent standard.”17 In summary, Home Inspector’s argument is that Home Inspection Expert’s opinion is not valid because it is not a breach of the standard of care if a home inspector does 13 Pavey v. Kalish, 2010 WL 3294304, at *3 (Del.

2018P’rs L.P., 67 A.3d 354, 360 (Del. 2013) (“Limited partnership agreements are a type of contract.”). 28 however, one who aids and abets a breach of that standard can be held liable for aiding and abetting a breach of a “contractual fiduciary duty.”106 Even so, in the master limited partnership context, this court has made clear that when the limited partnership agreement expressly eliminates all fiduciary duties, there can be no “contractual fiduciary duty” and, therefore, there can be no aiding and abetting a breach of that duty.107 In the shadow of this settled law, the viability (or not) of

2018Ch. 2014) (citing Gotham P’rs, L.P., 817 A.2d at 173 ) (recognizing the creation of “contractual fiduciary duties”); Feely v. NHAOCG, LLC, 62 A.3d 649, 659 (Del.

2018P’rs L.P., 67 A.3d 354, 360 (Del. 2013) (“Limited partnership agreements are a type of contract.”). 28 however, one who aids and abets a breach of that standard can be held liable for aiding and abetting a breach of a “contractual fiduciary duty.”106 Even so, in the master limited partnership context, this court has made clear that when the limited partnership agreement expressly eliminates all fiduciary duties, there can be no “contractual fiduciary duty” and, therefore, there can be no aiding and abetting a breach of that duty.107 In the shadow of this settled law, the viability (or not) of