unjust enrichment claim in Delaware

2026Cases reflecting that errant formulation and abrogated in part by Monsanto include Wells Fargo Bank, N.A. v. Estate of Malkin, 278 A.3d 53, 69 (Del. 2022) (describing the elements of an unjust enrichment claim as “(1) an enrichment, (2) an impoverishment, (3) a relation between the enrichment and impoverishment, (4) the absence of justification, and (5) the absence of a remedy provided by law”); Nemec, 991 A.2d at 1130 (same); Jackson National Life Ins.

2026A at 3. 18 Id. 12 Fetick and FSH argue that the Agreement alone governs the parties’ relationship, and that the unjust enrichment claim must be dismissed.

2025“A claim for unjust enrichment is not available if there is a contract that governs the relationship between parties that gives rise to the unjust enrichment claim.”94 Unjust enrichment is not a tool to “rewrite a comprehensive contract governing the entirety of the parties’ relevant relationship after finding disappointment in the resulting agreement.”95 Thus, when an 91 See Nemec, 991 A.2d at 1126 (“The implied covenant only applies to developments that could not be anticipated, not developments that the parties simply failed to consider— particularly where the contract authorizes the Compan

2025Count VIII: Unjust Enrichment “Unjust enrichment is defined as ‘the unjust retention of a benefit to the loss of another, or the retention of money or property of another against the fundamental principles of justice or equity and good conscience.’”81 “A claim for unjust enrichment is not available if there is a contract that governs the relationship between parties that gives rise to the unjust enrichment claim.”82 81 Schock v. Nash, 732 A.2d 217 (Del. 1999) (quoting Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060, 1062 (1988)). 82 Kuroda v SPJS Holdings, L.L.C., 971 A.2d 872, 891 (Del.

2025Count VIII: Unjust Enrichment “Unjust enrichment is defined as ‘the unjust retention of a benefit to the loss of another, or the retention of money or property of another against the fundamental principles of justice or equity and good conscience.’”81 “A claim for unjust enrichment is not available if there is a contract that governs the relationship between parties that gives rise to the unjust enrichment claim.”82 81 Schock v. Nash, 732 A.2d 217 (Del. 1999) (quoting Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060, 1062 (1988)). 82 Kuroda v SPJS Holdings, L.L.C., 971 A.2d 872, 891 (Del.

2025Jennings v. Monsanto Co., 299 A.3d 372 , 390 (Del. 2023) (quoting Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060, 1062 (Del. 1988)). establish: “(1) an enrichment; (2) an impoverishment; (3) a relation between the enrichment and impoverishment; (4) the absence of justification; and (5) the absence of a remedy at law.”29 “The absence of an adequate remedy at law is required only if an unjust enrichment claim is brought in the Court of Chancery and there is no other independent basis for equitable jurisdiction.”30 The parties mainly dispute elements one, three, and four.

2026Although the breach of fiduciary duty claim is dismissed as to the directors who only passively received the compensation, restitutionary relief for unjust enrichment may still be available against a defendant who retains a benefit, even if they are not a wrongdoer.218 As Vice Chancellor Glasscock explained in Knight v. Miller, where a fiduciary duty claim survives against committee defendants who approved compensation awards, an unjust enrichment claim against the passive recipients is not “truly duplicative” and may proceed based on the reasonable inference that those defendants were “enrich

2025Ch. 1988) (quoting Lyxell v. Vautrin, 604 F.2d 18 (5th Cir.1979)). 167 See Compl. ¶¶ 80-83. 168 Id. ¶¶ 84-86. 169 Schock v. Nash, 732 A.2d 217, 232 (Del.1999). 170 DMSJ at 32-33 (citing Compl. ¶¶ 85-86). -27- the parties dispute whether the LOI controls.171 An unjust enrichment claim “is not available if there is a contract that governs the relationship between the parties that gives rise to the [] [] claim.”172 As with Count VII, Cercacor doesn’t really dispute that its unjust enrichment claim is duplicative of Count II.173 Rather, Cercacor again argues that questions concerning the LOI’s enf

2025C. § 1301 et seq. 31 obtained pursuant to the Merger.”156 Renovaro does not challenge the validity of the Merger Agreement or seek rescission or rescissory damages.157 Unjust enrichment is the “unjust retention of a benefit to the loss of another, or the retention of money or property of another against the fundamental principles of justice or equity or good conscience.”158 A plaintiff bringing an unjust enrichment claim must plead: “(1) an enrichment; (2) an impoverishment; (3) a relation between the enrichment and the impoverishment; (4) the absence of justification.”159 An unjust enrichment

2024See also McPadden, 964 A.2d at 1276 (plaintiff’s unjust enrichment claim survived a motion to dismiss when defendants “wholly failed to satisfy their burden to justify dismissal” where “[d]efendants’ sole argument is that an unjust enrichment claim cannot lie . . . because the parties’ rights are governed by a contract . . . .”). 232 Pl.

2026Co. v. Kennedy, 741 A.2d 377, 393 (Del.

2026Unjust Enrichment Finally, the plaintiff claims that the director defendants were unjustly enriched by accepting their “excessive” 2022, 2023, and 2024 compensation.212 The defendants seek dismissal of this theory as duplicative of the breach of fiduciary duty claim.213 Unjust enrichment is the “unjust retention of a benefit to the loss of another.”214 It requires: “(1) an enrichment; (2) an impoverishment; (3) a relation between the enrichment and impoverishment; [and] (4) the absence of justification.”215 At the pleading stage, an unjust enrichment claim that is duplicative of a breach of fi

2020Feb. 27, 2009), aff’d, 977 A.2d 899 (Del. 2009) (TABLE). 132 Wood v. Coastal States Gas Corp., 401 A.2d 932, 942 (Del. 1979); accord Kuroda, 971 A.2d at 891 . 45 provide factual support for each theory” independently. 133 To survive a motion to dismiss, the unjust enrichment claim cannot be duplicative of the accompanying breach of contract claim.134 Plaintiffs point out that on the one hand, Broker contends the Settlement Agreement governs the parties’ entire relationship, while on the other hand, Broker reads the Settlement Agreement to address only post-Effective Date invoices.

2015Apr. 6, 2015). 29 Wood v. Coastal States Gas Corp., 401 A.2d 932, 942 (Del. 1979). 30 Kuroda, 971 A.2d at 891 . 14 . . . .”31 Thus, by her own assertions, the unjust enrichment claim relies on the same damages as the breach of contract claim.

2024ChimeTV quotes Vichi for the proposition that ‘“a party cannot recover under a theory of unjust enrichment if a contract governs the relationship that gives rise to the unjust enrichment claim.”’70 Similarly, it cites Anschultz as generally supporting the dismissal of unjust enrichment claims as duplicative where there is an enforceable 65 Of course, the development of the facts concerning V-ME’s compliance with any contractual conditions precedent to litigation may result in the Court revisiting this issue later in a different context. 66 Def.’s Mot. to Dismiss, at ⁋⁋ 8, 15, 16, D.I. 12. 67 P

2024June 11, 2022). 70 Def.’s Mot. to Dismiss, at ⁋ 15 (quoting Vichi 62 A.3d at 58 ), D.I. 12. 15 contractual relationship.71 V-ME counters that Vichi was a ruling on summary judgment issued after the unjust enrichment claim had survived a motion to dismiss and the Court in Anschultz declined to dismiss the unjust enrichment claim notwithstanding the language cited by ChimeTV.72 Additionally, V-ME references Vice Chancellor Laster’s reasoning in Garfield on behalf of ODP Corp. v. Allen73 that a pleading stage ruling, where all of the claims arise from a common nucleus of operative facts, is unlik

2024Express Agency, 321 U.S. 342 , 348–49 (1944) (“Statutes of limitation, like the equitable doctrine of laches, in their conclusive effects are designed to promote justice by preventing surprises through the revival of claims that have been allowed to slumber until evidence has been lost, memories have faded, and witnesses have disappeared.”). 65 Properties, and those rental obligations were reflected in the terms of the proposed agreements to sell the Disputed Properties to New Start.372 Because unjust enrichment “is an off-the-contract theory of recovery,”373 it is generally inapplicable when

2023A constructive trust is an equitable remedy, rather than a standalone claim. 66 It is a trust “imposed by a court of equity as a remedy to correct the unlawful vesting, or 65 See Crosse v. BCBSD, Inc., 836 A.2d 492 , 496–97 (Del. 2003) (explaining when an unjust-enrichment claim is brought as “an off-the-contract theory of recovery that accompanies the breach of contract allegations[,]” the claim is a “legal, not equitable claim”, over which “[t]he Superior Court typically has jurisdiction”).

2024Motors (Hughes) S'holder Litig., 897 A.2d 162, 168 (Del. 2006) (citing Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)). 65 Compl. 66 Defs.’ OB 42–44. 67 Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1033 (Del. 2004); see also In re MultiPlan Corp. S'holders Litig., 268 A.3d 784 , 801 (Del.

2016This exact theory, “simply couched in fiduciary duty terms,” forms the basis of GAMCO’s fiduciary duty claims against the Defendants.110 Therefore, “it is fair to say that the unjust enrichment claim depends per force on the breach GAMCO has failed to plead non-exculpated claims against the independent directors, Tremblay, Temple and Jacobs, because I have concluded that GAMCO has not pled actionable breach claims against any of the Board members. 108 See Sinclair Oil, 280 A.2d at 721–22 (holding that plaintiff failed to plead a claim for breach of fiduciary duty by failing to plead “that the

2025June 28, 2019) (dismissing unjust enrichment claim where “[p]laintiff did not specify how different defendants were unjustly enriched” and dismissing the unjust enrichment claim to a defendant where “[p]laintiff alleges no connection” between the defendant and the enrichment); In re Lear Corp. S’holder Litig., 967 A.2d 640, 657 (Del.

2025In my view, a passive stockholder who receives a dividend in good faith has not been unjustly enriched.” (internal citations and quotations omitted)), aff’d, 956 A.2d 32 (Del. 2008)); Stein, 2022 WL 17590862 , at *9 (dismissing an unjust enrichment claim where it was “not reasonably conceivable that [the defendant] benefitted from anything the [p]laintiffs did” because the plaintiffs were “not essential to the merger”); Great Hill Equity P’rs, 2014 WL 6703980 , at *28 (dismissing a post-closing unjust enrichment claim against individual defendants who allegedly “controlled and directed” the se

2025Hutton Group, Inc., 542 A.2d 1200, 1203 (Del.

2025Hutton Group, Inc., 542 A.2d 1200, 1203 (Del.

2024Motors (Hughes) S'holder Litig., 897 A.2d 162, 168 (Del. 2006) (citing Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)). 65 Compl. 66 Defs.’ OB 42–44. 67 Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1033 (Del. 2004); see also In re MultiPlan Corp. S'holders Litig., 268 A.3d 784 , 801 (Del.

2022Derivative suits enable stockholders to sue on behalf of the corporation to redress harm done to the corporation. 198 As a result, in derivative suits, “any recovery must go to the corporation.”199 In contrast, “a stockholder who is directly injured retains the right to bring an individual action for injuries affecting his or her legal rights as a stockholder.” 200 Accordingly, our Supreme Court has articulated a two-part test to determine whether a claim is direct or derivative, the so-called Tooley test: [T]he determination of whether a stockholder’s claim is direct or derivative ‘must turn

2022The parties should confer and submit a form of order consistent with this opinion. two claims can also survive together.”); DeGroat, 2020 WL 2078992 , at *21 (“When an unjust enrichment claim relies upon a breach of fiduciary duty, a successfully pled breach of fiduciary duty claim likely supports a well-pled claim for unjust enrichment.”). 249 Crescent/Mach I Partners, L.P. v. Turner, 846 A.2d 963, 991 (Del.

2014The Unjust Enrichment Claim The factual premises for the unjust enrichment claim of CMG and BHH are similar to their quasi-contract claim, but the elements of such a claim are distinct. ―The 34 Id. ¶ 12. 35 Pls.’ Opp’n Br. 11. 36 Crescent/Mach I P’rs, L.P. v. Turner, 846 A.2d 963, 972 (Del.

2017Tobacco Co., 2006 WL 1933740 , at *8 (acknowledging that proximate cause typically is not an element of unjust enrichment, but finding that “in the tort setting, an unjust enrichment claim is essentially another way of stating a traditional tort claim” and that an unjust enrichment claim must fail when there is no proof of causation for the tort claim); Cleary v. Philip Morris Inc., 656 F.3d 511, 518-19 (7th Cir. 2011) (holding that a plaintiff advancing an unjust enrichment claim must show a detriment and “significantly, a connection between the 33 argues this Court may draw from the logical

2017Tobacco Co., 2006 WL 1933740 , at *8 (acknowledging that proximate cause typically is not an element of unjust enrichment, but finding that “in the tort setting, an unjust enrichment claim is essentially another way of stating a traditional tort claim” and that an unjust enrichment claim must fail when there is no proof of causation for the tort claim); Cleary v. Philip Morris Inc., 656 F.3d 511, 518-19 (7th Cir. 2011) (holding that a plaintiff advancing an unjust enrichment claim must show a detriment and “significantly, a connection between the detriment and the defendant's retention of the

2021Del. 1991). 48 I note that this judge was the author of Total Care “in a former life.” 49 Savor, 812 A.2d at 898 . 13 displaces an unjust enrichment claim.50 Finally, in Total Care, the court found that “the misappropriation of trade secrets claim affords [the Plaintiff] an adequate remedy at law which, in turn, disables its unjust enrichment claim.”51 Thus, the court’s declaration that unjust enrichment claims were not subject to statutory preemption was irrelevant to the outcome of that case; the court found the unjust enrichment claim unavailable in the shadow of the misappropriation of tra

2021As noted, the trade secrets claim alleges, “SparkPost used the confidential and proprietary trade secrets . . . to derive, through improper means, further 250ok trade secrets regarding the components, composition, and architecture of 250ok’s Sensor Network.”53 The unjust enrichment claim rests on the same facts: “SparkPost 50 Incyte, 2017 WL 7803923 , at *2–3. 51 Total Care, 2002 WL 31667901 , at *10 n.54. 52 Savor, 812 A.2d at 898 . 53 Compl. ¶ 67. 14 acted in knowing bad faith in misappropriating 250ok’s confidential information and proprietary data to exploit 250ok’s Sensor Network, which 2

2024Nov. 8, 2013) (denying a motion to dismiss an unjust enrichment claim on the basis that a contract governs the parties’ relationship where the plaintiff pled the defendant received more stock options than he was entitled to under a valid and enforceable stock incentive plan); see also Garfield, 277 A.3d at 340–51 (denying a motion to dismiss an unjust enrichment claim based on an alleged overpayment under a valid and enforceable equity compensation plan); Ryan v. Gifford, 918 A.2d 341, 361 (Del.

2022The court added that “even if [the defendant] fails to exercise a single option during the course of this litigation, that fact would not justify dismissal of the unjust enrichment claim.” Id.

2024While Plaintiff cannot obtain a double recovery, “‘[o]ne 142 Compl. ¶ 108–11. 143 Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571, 585 (Del.

2022This court relied on Khoury’s formulation in Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571 (Del.

2024Motors (Hughes) S'holder Litig., 897 A.2d 162, 168 (Del. 2006) (citing Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)). 65 Compl. 66 Defs.’ OB 42–44. 67 Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1033 (Del. 2004); see also In re MultiPlan Corp. S'holders Litig., 268 A.3d 784 , 801 (Del.

2020Allegations of PNC’s “mere acquiescence” to the actions of GlobalTranz and the purported enhancement to the collateral value of Kraco by GlobalTranz’s freight 61 Compl. ¶ 7. 62 See Knox, 29 Cal. App. 4th at 1365-66 . 63 Compl. ¶¶ 9-11. 64 See, e.g., In re General Motors (Hughes) Shareholder Litig., 897 A.2d at 168 . 21 broker services are not sufficient to support a claim for unjust enrichment under California law.65 “Acquiescence liability, because it would upend [A]rticle 9’s interlocking notice-filing and priority provisions, cannot be accepted.”66 “Basing unjust enrichment liability on acq

2026Co., 967 F.3d 218, 240 (3d Cir. 2020); see MedWell, LLC v. Cigna Corp., 2021 WL 2010582 , at *4–5 (D.N.J.

2026Fund, 68 A.3d 665, 680 (Del. 2013). 64 Hob Tea Room v. Miller, 89 A.2d 851, 857 (Del. 1952). 65 Ct. Ch.

2026Fund, 68 A.3d 665, 680 (Del. 2013). 64 Hob Tea Room v. Miller, 89 A.2d 851, 857 (Del. 1952). 65 Ct. Ch.

2026Unjust Enrichment In Count IV, Plaintiffs make an unjust enrichment claim “[i]f the Separation Agreement is deemed not to govern Flex’s (or its subsidiaries’) entitlement to the Q3 62 Collins v. Burke, 418 A.2d 999, 1002 (Del. 1980). 63 Scion Breckenridge Managing Member, LLC v. ASB Allegiance Real Est.

2025The Brophy Claim A Brophy claim is “a state version of a federal insider trading claim and has its origins in Delaware law in the venerable case” by the same name.93 As a general rule, “[c]orporate officers and directors may purchase and sell the corporation’s 90 Aronson v. Lewis, 473 A.2d 805, 815 (Del. 1984); see supra note 89. 91 Rales, 634 A.2d at 934 . 92 Aronson, 473 A.2d at 815 . 93 In re Oracle Corp. Deriv.

2025Wolfe & Michael A. Pittenger, 2 Corporate and Commercial Practice in the Delaware Court of Chancery § 16.04, at 16-62 (2024); In re MAXXAM, Inc., 659 A.2d 760, 775 (Del.

2025Firm of Malone Middleman, P.C., 179 A.3d 1093, 1102 (Pa. 2018) (quoting Shafer Elec. & Const. v. Mantia, 96 A.3d 989, 993 (Pa. 2014)). - 35 - enforceable contract at law is the seed from which an unjust-enrichment claim in equity sprouts.”162 Thus, “quantum meruit and unjust enrichment, by definition, imply that no valid and enforceable written contract exists between the parties.”163 Where, as here, the parties’ rights and obligations are defined by comprehensive, enforceable contracts, the doctrine of unjust enrichment does not apply.164 Because the MDC, the Lease, and the related supplement

2025Firm of Malone Middleman, P.C., 179 A.3d 1093, 1102 (Pa. 2018) (quoting Shafer Elec. & Const. v. Mantia, 96 A.3d 989, 993 (Pa. 2014)). - 35 - enforceable contract at law is the seed from which an unjust-enrichment claim in equity sprouts.”162 Thus, “quantum meruit and unjust enrichment, by definition, imply that no valid and enforceable written contract exists between the parties.”163 Where, as here, the parties’ rights and obligations are defined by comprehensive, enforceable contracts, the doctrine of unjust enrichment does not apply.164 Because the MDC, the Lease, and the related supplement