acquiescence doctrine in Delaware

2025Corp., 106 A.3d 1035, 1047 (Del. 2014) (internal quotes omitted). 21 silence to the defendant’s detriment, the plaintiff will be estopped from seeking protection of those rights.” 111 As with any equitable defense, the party asserting acquiescence must prove the defense by a preponderance of the evidence. 112 Critically, determining whether acquiesce applies “is fact intensive, often depending [] [] on an evaluation of the knowledge . . . of the acquiescing party.” 113 The acquiescence doctrine focuses on the party that has a right to object to action or inaction and fails to do so. 114 A part

2024Oct. 11, 2013) (the doctrine of acquiescence “applies when a plaintiff ‘has full knowledge of his rights and the material facts’”) (citation omitted), aff’d, 106 A.3d 1035 (Del. 2014); Wechsler v. Abramowitz, 1984 WL 8244 , at *4 (Del.

2022If Holifield could invoke the doctrine of acquiescence, then the court would find that XRI was barred from asserting its claim that the Blue Transfer violated the No Transfer 102 See, e.g., Nevins, 885 A.2d at 246 ; Lofland v. DiSabatino, 1991 WL 138505 (Del.

2018Corp., 106 A.3d 1035, 1047 (Del. 2014) (holding that voidable act was “properly subject to equitable defenses” and finding that challenge was “barred by the doctrine of acquiescence”); see also Nevins v. Bryan, 885 A.2d 233, 244-50 (Del.

2025Assuming Defendants’ are correct, they actively participated in conduct inconsistent with their interpretation of the Wenske Release by continuing to litigate this case despite what they now argue is “the unambiguous release language contained in both the [Wenske] [S]ettlement [] and this Court’s final judgment.” 123 Defendants’ silence and lack of knowledge and the means of discovering the truth” is sufficient to prove “equitable estoppel.”)). 119 Id. at *10-11; see In re Coinmint, 261 A.3d at 896. 120 Julin, 787 A.2d at 84 (“Wife’s acceptance of the revised payment arrangement for more than

2015Given these circumstances, Shawe acquiesced in the payments to Elting’s housekeeper. 363 Julin v. Julin, 787 A.2d 82, 84 (Del. 2001). 364 See NTC Gp., Inc. v. W.

2022The Restatement bars a right of action in such case and, more importantly, the decisions of this State are in accord.”); see also USH Ventures, 796 A.2d at 19 (“[T]he equitable doctrine of acquiescence has been applied by this court.”). 103 a.

2022The Restatement bars a right of action in such case and, more importantly, the decisions of this State are in accord.”); see also USH Ventures, 796 A.2d at 19 (“[T]he equitable doctrine of acquiescence has been applied by this court.”). 102 the defense of acquiescence to defeat XRI’s claim for breach of the No Transfer Provision.

2018Corp., 106 A.3d 1035, 1047 (Del. 2014) (holding that voidable act was “properly subject to equitable defenses” and finding that challenge was “barred by the doctrine of acquiescence”); Michelson v. Duncan, 407 A.2d 211, 219 (Del. 1979) (“[V]oidable acts are susceptible to cure by shareholder approval while void acts are not.”).

2018Corp., 106 A.3d 1035, 1047 (Del. 2014) (holding that voidable act was “properly subject to equitable defenses” and finding that challenge was “barred by the doctrine of acquiescence”); Michelson v. Duncan, 407 A.2d 211, 219 (Del. 1979) (“[V]oidable acts are susceptible to cure by shareholder approval while void acts are not.”).

2018Ch.) (holding that challenged actions were voidable and that equitable defenses barred plaintiff’s challenge), aff’d, 884 A.2d 512 (Del. 2005). 475 Reid v. Spazio, 970 A.2d 176, 182 (Del. 2009) (quoting Adams v. Jankouskas, 452 A.2d 148, 157 (Del. 1982)). 476 Whittington v. Dragon Gp.

2018Specifically, he held that, assuming that a VRTE had occurred, plaintiffs acquiesced to two issuances of debt, including the issuance of the Senior Notes in February 2012.119 The Vice Chancellor specifically enumerated the factors that formed the basis for his decision, including: (i) plaintiffs should have known (under their reading of the Certificate) that a VRTE was in effect; (ii) plaintiffs knew, or should have known, that SBS intended to enter into the debt transactions; (iii) plaintiffs raised no objections to the debt transactions, leading SBS to believe that plaintiffs acquiesced to t

2025But even if the Wenske Settlement satisfied Rule 23.1 concerning BB USA, judgment on the pleadings would still be improper because it is reasonably conceivable that the acquiescence doctrine applies here and indeed may present a prototypical example of its application. 106 102 See Transaction ID 65817765 32:23-45:14. 103 See, e.g., Off, 2008 WL 5053448 , at *8. 104 Id. 39:16-24. 105 See Wenske Settlement at 23-28; In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884, 890-91 (Del.

2021The plaintiffs argue that the “delay in filing this action” should nonetheless be considered a result of the New York Action because Chertok sought to “avoid forfeiting claims under the doctrine of acquiescence.”102 The plaintiffs’ argument appears to be that, if they filed this action before the conclusion of the New York Action, Chertok would have effectively acknowledged the validity of the NMD board’s actions, which included the Merger.103 “Traditionally, the doctrine of acquiescence has included a showing that the plaintiff, by words or deed, has acknowledged the legitimacy of the defenda

2018Ch.) (holding that challenged actions were voidable and that equitable defenses barred plaintiff’s challenge), aff’d, 884 A.2d 512 (Del. 2005). 475 Reid v. Spazio, 970 A.2d 176, 182 (Del. 2009) (quoting Adams v. Jankouskas, 452 A.2d 148, 157 (Del. 1982)). 476 Whittington v. Dragon Gp.

2016See 2014 WL 718430 , at *9 n.56. 69 Lehman Bros., 2014 WL 718430 , at *9 (citations omitted). 70 Klaassen, 106 A.3d at 1047 (quoting Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571, 582 (Del.