trail inquiry in Delaware

2026Fraudulent concealment “requires that something affirmative be done by a defendant, some ‘actual artifice’ which prevents a plaintiff from gaining knowledge of the facts, or some misrepresentation which is intended to put the plaintiff off the trail of inquiry.”114 A defendant’s [m]ere silence is insufficient to establish fraudulent concealment.”115 110 Puig v. Seminole Night Club, LLC, 2011 WL 3275948 , at *4 (Del. Ch. July 29, 2011) (internal quotations omitted) (citing Smith v. Mattia, 2010 WL 412030 , at *3 (Del. Ch. Feb. 1, 2010); In re Coca-Cola Enters., Inc., 2007 WL 3122370 , at *5 (De

2026Fraudulent concealment “requires that something affirmative be done by a defendant, some ‘actual artifice’ which prevents a plaintiff from gaining knowledge of the facts, or some misrepresentation which is intended to put the plaintiff off the trail of inquiry.”114 A defendant’s [m]ere silence is insufficient to establish fraudulent concealment.”115 110 Puig v. Seminole Night Club, LLC, 2011 WL 3275948 , at *4 (Del. Ch. July 29, 2011) (internal quotations omitted) (citing Smith v. Mattia, 2010 WL 412030 , at *3 (Del. Ch. Feb. 1, 2010); In re Coca-Cola Enters., Inc., 2007 WL 3122370 , at *5 (De

2021“Mere silence is insufficient . . . .”119 The only acts that the plaintiff cites are public statements by Sorenson and 115 Id. (quoting In re Tyson Foods, Inc., 919 A.2d 563, 585 (Del. Ch. 2007)); State v. Pettinaro Enters., 870 A.2d 513, 531 (Del. Ch. 2005) (“Fraudulent concealment may be found to exist where a defendant knowingly acted to prevent a plaintiff from learning facts or otherwise made misrepresentations intended to ‘put the plaintiff off the trail of inquiry.’” (quoting Halpern v. Barran, 313 A.2d 139, 143 (Del. Ch. 1973))). 116 Weiss, 948 A.2d at 451 . 117 Pl.’s Supp. Br. 7. 118

2020“Fraudulent concealment requires an affirmative act of concealment by a defendant—an actual artifice that prevents a plaintiff from gaining knowledge of the facts or some misrepresentation that is intended to put a plaintiff off the trail of inquiry.”82 “[T]he doctrine of equitable tolling stops the statute from running while a plaintiff has reasonably relied upon the competence and good faith 80 In re Tyson Foods Inc., 919 A.2d 563, 584 (Del.

2021“Mere silence is insufficient . . . .”119 The only acts that the plaintiff cites are public statements by Sorenson and 115 Id. (quoting In re Tyson Foods, Inc., 919 A.2d 563, 585 (Del. Ch. 2007)); State v. Pettinaro Enters., 870 A.2d 513, 531 (Del. Ch. 2005) (“Fraudulent concealment may be found to exist where a defendant knowingly acted to prevent a plaintiff from learning facts or otherwise made misrepresentations intended to ‘put the plaintiff off the trail of inquiry.’” (quoting Halpern v. Barran, 313 A.2d 139, 143 (Del. Ch. 1973))). 116 Weiss, 948 A.2d at 451 . 117 Pl.’s Supp. Br. 7. 118

2020Brady v. Pettinaro Enters., 870 A.2d 513, 531 (Del.

2021“Mere silence is insufficient . . . .”119 The only acts that the plaintiff cites are public statements by Sorenson and 115 Id. (quoting In re Tyson Foods, Inc., 919 A.2d 563, 585 (Del. Ch. 2007)); State v. Pettinaro Enters., 870 A.2d 513, 531 (Del. Ch. 2005) (“Fraudulent concealment may be found to exist where a defendant knowingly acted to prevent a plaintiff from learning facts or otherwise made misrepresentations intended to ‘put the plaintiff off the trail of inquiry.’” (quoting Halpern v. Barran, 313 A.2d 139, 143 (Del. Ch. 1973))). 116 Weiss, 948 A.2d at 451 . 117 Pl.’s Supp. Br. 7. 118

2020Plaintiff argues that the doctrine of fraudulent concealment tolls the statute of limitations in this case. 56 Fraudulent concealment occurs where an affirmative act of concealment or a misrepresentation was used to “put the plaintiff ‘off the trail of inquiry.’” 57 At the same time, “the trusting plaintiff still must be reasonably attentive to his interests,”58 and the limitations period is only “suspended until his rights are discovered or until they could have been discovered by the exercise of reasonable diligence.” 59 “Inquiry notice does not require full knowledge of the case where plain

2026Fraudulent concealment “requires that something affirmative be done by a defendant, some ‘actual artifice’ which prevents a plaintiff from gaining knowledge of the facts, or some misrepresentation which is intended to put the plaintiff off the trail of inquiry.”114 A defendant’s [m]ere silence is insufficient to establish fraudulent concealment.”115 110 Puig v. Seminole Night Club, LLC, 2011 WL 3275948 , at *4 (Del. Ch. July 29, 2011) (internal quotations omitted) (citing Smith v. Mattia, 2010 WL 412030 , at *3 (Del. Ch. Feb. 1, 2010); In re Coca-Cola Enters., Inc., 2007 WL 3122370 , at *5 (De

2019For the doctrine of fraudulent concealment to toll the limitations period, the defendant must have engaged in an affirmative act of concealment, which Delaware case law defines as “an ‘actual artifice’ that prevents a plaintiff from gaining knowledge of the facts or some misrepresentation that is intended to put a plaintiff off the trail of inquiry.” Similarly, the doctrine of inherently unknowable injuries °4 6 Del. C. § 2006. °5 Inre Dean Witter P’ship Litig., 1998 WL 442456 , at *5 (Del. Ch. July 17, 1998) (citing Halpern v. Barran, 313 A.2d 139, 143 (Del. Ch. 1973)), aff'd, 725 A.2d 441 (D

2026Fraudulent concealment “requires that something affirmative be done by a defendant, some ‘actual artifice’ which prevents a plaintiff from gaining knowledge of the facts, or some misrepresentation which is intended to put the plaintiff off the trail of inquiry.”114 A defendant’s [m]ere silence is insufficient to establish fraudulent concealment.”115 110 Puig v. Seminole Night Club, LLC, 2011 WL 3275948 , at *4 (Del. Ch. July 29, 2011) (internal quotations omitted) (citing Smith v. Mattia, 2010 WL 412030 , at *3 (Del. Ch. Feb. 1, 2010); In re Coca-Cola Enters., Inc., 2007 WL 3122370 , at *5 (De

2025Compl. ¶ 10; see also id. ¶¶ 35, 53. 105 In re Swervepay Acquisition, LLC, 2022 WL 3701723 , at *9-11 (Del. Ch. Aug. 26, 2022) (dismissing fraud claims against certain defendants because group pleading did not supply any “reason in law or logic to impute the statements [at issue] to other defendants”). 106 Compl ¶¶ 46-54, 83, 89-90; PAB 7. 107 Nicolet, Inc. v. Nutt, 525 A.2d 146, 149 (Del. 1987). 19 plaintiff from gaining knowledge of the facts or some misrepresentation that is intended to put a plaintiff off the trail of inquiry.”108 That requirement reverberates through several elements.

2025Deliberate concealment and scienter both require the plaintiff to establish active concealment, rather than passive concealment.109 And, as to reliance and causation, the affirmative act alleged must conceal information from the plaintiff.110 To plead active concealment, “a plaintiff must allege facts supporting an inference that the defendant took some action affirmative in nature designed or intended to prevent, and which does prevent, the discovery of facts giving rise to the 108 In re Dean Witter P’ship Litig., 1998 WL 442456 , at *5 (Del. Ch. July 17, 1998), aff’d, 725 A.2d 441 (Del. 1999

2025Sys. v. Sorenson, 2021 WL 4593777 , at *10 (Del. Ch. Oct. 5, 2021) (noting that an affirmative act is required for tolling under the fraudulent concealment doctrine and that “mere silence is insufficient”). 170 Dean Witter, 1998 WL 442456 , at *5; see also Wal-Mart Stores, 860 A.2d at 319 (citation omitted). 171 Dean Witter, 1998 WL 442456 , at *6. 37 The plaintiffs conflate these distinct tolling doctrines.172 Substantively, their theory most aligns with inherently unknowable injuries.173 They posit that, because they relied on representations by Katz and others, the state of UpHealth and the

2025Sys. v. Sorenson, 2021 WL 4593777 , at *10 (Del. Ch. Oct. 5, 2021) (noting that an affirmative act is required for tolling under the fraudulent concealment doctrine and that “mere silence is insufficient”). 170 Dean Witter, 1998 WL 442456 , at *5; see also Wal-Mart Stores, 860 A.2d at 319 (citation omitted). 171 Dean Witter, 1998 WL 442456 , at *6. 37 The plaintiffs conflate these distinct tolling doctrines.172 Substantively, their theory most aligns with inherently unknowable injuries.173 They posit that, because they relied on representations by Katz and others, the state of UpHealth and the

2022Fraudulent concealment is an intentional nondisclosure of material facts by one who owes a duty to disclose; typically, the defrauding party has knowledge of the facts they are concealing.192 A valid claim for fraudulent concealment requires that a plaintiff demonstrate the defendant engaged in an “affirmative act of concealment” that “put the plaintiff off the trail of inquiry,” preventing them “from gaining knowledge of the facts.”193 Put simply, a fraudulent concealment claim must 190 See Pls.’ Br. in Opp. at 30-31. 191 Broska, 668 A.2d at 1364 . 192 Allen v. Layton, 235 A.2d 261, 264 (Del.

2019McCabe & Sons, Inc., 603 A.2d 831, 834 (Del. 1992). 91 Kraft, 145 A.3d at 983 . 22 injuries, (ii) fraudulent concealment and (iii) equitable tolling.92 To show that a plaintiff’s injuries were inherently unknowable, “there must have been no observable or objective factors to put a party on notice of an injury,” and a plaintiff must plead facts demonstrating that he was “blamelessly ignorant” of the act and injury.93 “Fraudulent concealment ‘requires an affirmative act of concealment by a defendant—an ‘actual artifice’ that prevents a plaintiff from gaining knowledge of the facts or some misrep

2013Fraudulent concealment “requires an affirmative act of concealment by a defendant-an actual artifice that prevents a plaintiff from gaining knowledge of the facts or some misrepresentation that is intended to put a plaintiff off the trail of inquiry.” Ryan v. Gifford, 918 A.2d 341, 360 (Del.Ch.2007) (internal quotation marks and footnote omitted).

1986In Shockley v. Dyer, 456 A.2d at p. 799 (1983), the Supreme Court stated that in order to invoke the doctrine of fraudulent concealment: “The physician must have used some ‘actual artifice’ which prevented plaintiff from gaining knowledge of the facts or have made some misrepresentation which was intended to put plaintiff off the trail of inquiry.” The general rule in other jurisdictions is that “mere silence of a person concerning a cause of action which arises against him is not sufficient to prevent the running of the statute of limitations ...” 51 Am.Jur.2d Limitation of Actions § 149.