reasonable conceivability standard in Delaware

2020LLC, 27 A.3d 531, 537 (Del. 2011). 12 inferences in favor of the plaintiff, and deny the motion unless the plaintiff could not recover under any reasonably conceivable set of circumstances susceptible of proof.”35 The reasonable conceivability standard asks whether there is a possibility of recovery. 36 The Court, however, need not “accept conclusory allegations unsupported by specific facts or . . . draw unreasonable inferences in favor of the non-moving party.” 37 This analysis turns first to the claim at the heart of this case—Plaintiffs’ claim of civil conspiracy—before addressing the meri

2019LLC, 27 A.3d 531, 537 (Del. 2011). 34 [c]omplaint as true . . . , draw all reasonable inferences in favor of the plaintiff, and deny the motion unless the plaintiff could not recover under any reasonably conceivable set of circumstances susceptible of proof.”142 The reasonable conceivability standard asks whether there is a possibility of recovery. 143 The Court, however, need not “accept conclusory allegations unsupported by specific facts or . . . draw unreasonable inferences in favor of the non-moving party.” 144 Defendant first argues that this Court should dismiss Counts II, III, and IV b

2026The reasonable conceivability standard grants a plaintiff “all reasonable inferences that logically flow from the face of the complaint” but does not obligate the Court “to accept every strained interpretation of the [plaintiff’s] allegations.” In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)).

2026Corp., 441 A.2d 226, 227 (Del. 1982)). 43 See RB. 44 RB at 39 45 D.I. 58. 9 The reasonable conceivability standard grants a plaintiff “all reasonable inferences that logically flow from the face of the complaint” but does not obligate the Court “to accept every strained interpretation of the [plaintiff’s] allegations.” In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)).

2026The reasonable conceivability standard grants a plaintiff “all reasonable inferences that logically flow from the face of the complaint” but does not obligate the Court “to accept every strained interpretation of the [plaintiff’s] allegations.” In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)).

2026Corp., 441 A.2d 226, 227 (Del. 1982)). 43 See RB. 44 RB at 39 45 D.I. 58. 9 The reasonable conceivability standard grants a plaintiff “all reasonable inferences that logically flow from the face of the complaint” but does not obligate the Court “to accept every strained interpretation of the [plaintiff’s] allegations.” In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)).

2021DuPont de Nemours & Co., 26 A.3d 162, 166 (Del. 2011) (citation omitted). 96 Windsor I, LLC v. CWCapital Asset Mgmt.

2019To state a claim for breach of contract, Batty must allege: “1) a contractual obligation; 2) a breach of that obligation by the defendant; and 3) a resulting damage to the plaintiff.” 8 On a motion to dismiss, the Court must determine whether the contract contains “plain and unambiguous” terms “as a matter of law” to determine the absence of a breach.9 “Contract language is not rendered ambiguous simply because 5 Id. at 536 (citing Savor, Inc. v. FMR Corp., 812 A.2d 894 , 896–97 (Del. 2002)). 6 Id. at 537 & n.13. 7 Price v. E.I. du Pont de Nemours Co., Inc., 26 A.3d 162, 166 (Del. 2011) (citin

2023Ventures, LLC, 2019 WL 7168004 , at *7 (Del. Ch. Dec. 20, 2019). “[T]he threshold for the showing a plaintiff must make to survive a motion to dismiss is low.” Doe v. Cahill, 884 A.2d 451, 458 (Del. 2005).

2022Ventures, LLC, 2019 WL 7168004 , at *7 (Del. Ch. Dec. 20, 2019). “[T]he threshold for the showing a plaintiff must make to survive a motion to dismiss is low.” Doe v. Cahill, 884 A.2d 451, 458 (Del. 2005).

2025ANALYSIS The defendants seek dismissal of the Complaint under Court of Chancery Rule 12(b)(6) for failure to state a claim upon which relief can be granted.42 “The standards governing a motion to dismiss for failure to state a claim are well settled.”43 The motion is governed by the reasonable conceivability standard: (i) all well-pleaded factual allegations are accepted as true; (ii) even vague allegations are “well-pleaded” if they give the opposing party notice of the claim; (iii) the Court must draw all reasonable inferences in favor of the non-moving party; and [(iv)] dismissal is inappro

2025ANALYSIS The defendants seek dismissal of the Complaint under Court of Chancery Rule 12(b)(6) for failure to state a claim upon which relief can be granted.42 “The standards governing a motion to dismiss for failure to state a claim are well settled.”43 The motion is governed by the reasonable conceivability standard: (i) all well-pleaded factual allegations are accepted as true; (ii) even vague allegations are “well-pleaded” if they give the opposing party notice of the claim; (iii) the Court must draw all reasonable inferences in favor of the non-moving party; and [(iv)] dismissal is inappro

2026Corp., 441 A.2d 226, 227 (Del. 1982)). 43 See RB. 44 RB at 39 45 D.I. 58. 9 The reasonable conceivability standard grants a plaintiff “all reasonable inferences that logically flow from the face of the complaint” but does not obligate the Court “to accept every strained interpretation of the [plaintiff’s] allegations.” In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)).

2025See supra note 129 and accompanying text. 115 Stuart Kingston, Inc. v. Robinson, 596 A.2d 1378, 1382 (Del. 1991). 24 “As a general rule, only parties to a contract and intended third-party beneficiaries may enforce an agreement’s provisions.”116 None of the plaintiffs were parties to the UpHealth BCA.117 And the UpHealth BCA disclaims any intent to convey third-party beneficiary status.118 The plaintiffs were Cloudbreak members—not UpHealth Holdings stockholders.119 In their briefing, the plaintiffs insist that they meant to claim breach of the Cloudbreak BCA and cite allegations in the Compla

2025Each falls short of both standards. 71 Id. 72 Wood v. Baum, 953 A.2d 136, 140 (Del. 2008). 73 In re Gen.

2013Crescent/Mach I Partners, L.P. v. Dr Pepper Bottling Co. of Tex., 962 A.2d 205, 208 (Del.2008) (“Delaware law requires that a jus-ticiable controversy exist before a court can adjudicate properly a dispute brought before it.”).