choice-of-law analysis in Delaware

2025Int’l, Inc., 8 A.3d 1156, 1161 (Del. 2010) (noting that when “the result would be the same” under both jurisdictions’ laws, “the Court should avoid the choice-of-law analysis altogether.” (internal quotation marks omitted)). 56 RSUI Indem.

2024Co. of Pittsburgh, Pa, 289 A.3d 1274 , 1283 (Del. 2023). 30 Bell Helicopter Textron, Inc. v. Arteaga, 113 A.3d 1045, 1050 (Del. 2015); Deuley v. DynCorp Int’l, Inc., 8 A.3d 1156, 1161 (Del. 2010) (quoting Berg Chilling Sys., Inc. v. Hull Corp., 435 F.3d 455, 462 (3d Cir. 2006)) (explaining that if the result would be the same under either body of law, “there is a ‘false conflict,’ and the Court should avoid the choice-of-law analysis altogether”). 11 Delaware court will “assess which state has the most significant relationship to the contract and the parties to the contract using the considera

2023Sometimes, an initial inquiry for a choice-of-law analysis is “determining if the parties made an effective choice of law through their contract.” See Certain Underwriters at Llyods, London v. Chemtura Corp., 160 A.3d 457, 464 (Del. 2017).

2023Sometimes, an initial inquiry for a choice-of-law analysis is “determining if the parties made an effective choice of law through their contract.” See Certain Underwriters at Llyods, London v. Chemtura Corp., 160 A.3d 457, 464 (Del. 2017).

2024Co. of Pittsburgh, Pa, 289 A.3d 1274 , 1283 (Del. 2023). 30 Bell Helicopter Textron, Inc. v. Arteaga, 113 A.3d 1045, 1050 (Del. 2015); Deuley v. DynCorp Int’l, Inc., 8 A.3d 1156, 1161 (Del. 2010) (quoting Berg Chilling Sys., Inc. v. Hull Corp., 435 F.3d 455, 462 (3d Cir. 2006)) (explaining that if the result would be the same under either body of law, “there is a ‘false conflict,’ and the Court should avoid the choice-of-law analysis altogether”). 11 Delaware court will “assess which state has the most significant relationship to the contract and the parties to the contract using the considera

2023Streicher Financial, LLC, Civil Action No. 2022-0661-MTZ March 2, 2023 Page 4 of 9 When faced with a dispute over which law governs, the Court’s first step is to determine whether there is an actual conflict of law between the proposed jurisdictions.8 Where the result would be the same under either proposed jurisdiction, there is no actual conflict: rather, “there is a ‘false conflict,’ and the Court should avoid the choice-of-law analysis altogether.”9 A. Scope of the Charging Lien In New York, charging liens are governed by a statute providing that “the attorney who appears for a party has a

2024Co. of Pittsburgh, Pa, 289 A.3d 1274 , 1283 (Del. 2023). 30 Bell Helicopter Textron, Inc. v. Arteaga, 113 A.3d 1045, 1050 (Del. 2015); Deuley v. DynCorp Int’l, Inc., 8 A.3d 1156, 1161 (Del. 2010) (quoting Berg Chilling Sys., Inc. v. Hull Corp., 435 F.3d 455, 462 (3d Cir. 2006)) (explaining that if the result would be the same under either body of law, “there is a ‘false conflict,’ and the Court should avoid the choice-of-law analysis altogether”). 11 Delaware court will “assess which state has the most significant relationship to the contract and the parties to the contract using the considera

2023Streicher Financial, LLC, Civil Action No. 2022-0661-MTZ March 2, 2023 Page 4 of 9 When faced with a dispute over which law governs, the Court’s first step is to determine whether there is an actual conflict of law between the proposed jurisdictions.8 Where the result would be the same under either proposed jurisdiction, there is no actual conflict: rather, “there is a ‘false conflict,’ and the Court should avoid the choice-of-law analysis altogether.”9 A. Scope of the Charging Lien In New York, charging liens are governed by a statute providing that “the attorney who appears for a party has a

2026Co., 594 A.2d at 43 , 47–48). matter of whether Plaintiff may assert a claim for strict products liability in tort is substantive, the issue may “be properly subjected to a choice-of-law analysis.”23 A court first must ask if “an actual conflict of law [exists] between the proposed jurisdictions.”24 To determine whether there is an actual conflict, the Court must ask whether the “application of the competing laws yield the same result[.]”25 Here, the parties do not dispute that there is an actual conflict given that Plaintiff would be able to recover under a theory of strict product liability

2023Co. v. Lake, 594 A.2d 38, 47 (Del. 1991). 12 state.37 “Delaware law recognizes two situations in which a conflict of law is false.”38 If one of the two states have not addressed the legal question presented, then there can be no conflict and the court must apply the law of the state that has “settled law” on the matter.39 The court also need not engage in a choice of law analysis if the result would be the same under either state’s law.40 The first situation does not apply to this case because both “California and Delaware have addressed the elements of, and defenses to, tortious interference

2025First, New York’s fair-report privilege is codified, and Delaware only recognizes the privilege in case law.38 Second, New York has codified anti- SLAPP fee-shifting protections for publishers.39 Third, New York law requires a showing of special damages when the challenged statements are not defamatory per se.40 Whereas, under Delaware law, there is no such requirement to plead special 34 See D.I. 13 p.17; D.I. 17 p.7-8. 35 Vichi v. Koninklijke Philips Elecs., N.V., 85 A.3d 725, 773-74 (Del.

2020Sept. 19, 2019) (comparing pleading requirements of three jurisdictions); 12 See Deuley, 8 A.3d at 1161 (explain that if the substantive law of the two jurisdictions is the same, then “there is a ‘false conflict,’ and the court should avoid the choice of law analysis altogether”) (internal quotation marks omitted) (footnote omitted); Vichi v. Koninklijke Philips Elecs., N.V., 85 A.3d 725 , 772–73 (Del .Ch. 2014) (same); Lagrone v. Am.

2018Ch. 2006) (Strine, V.C.) (applying Delaware law to intentional fraud claim). 268 Id. at 1049-50 . 269 Id. at 1046 . 54 would require or permit the application of the Laws of any jurisdiction other than those of the State of New Jersey.270 Unlike the provision in Abry, this provision encompasses “all matters arising out of or relating to this Agreement.” That is a broader clause that easily warrants the scope of the interpretation given to the narrower choice of law clause in Abry.271 The gist of CompoSecure’s objection to validity is that CompoSecure itself failed to comply with the special re

2018Ch. 2006) (Strine, V.C.) (applying Delaware law to intentional fraud claim). 268 Id. at 1049-50 . 269 Id. at 1046 . 54 would require or permit the application of the Laws of any jurisdiction other than those of the State of New Jersey.270 Unlike the provision in Abry, this provision encompasses “all matters arising out of or relating to this Agreement.” That is a broader clause that easily warrants the scope of the interpretation given to the narrower choice of law clause in Abry.271 The gist of CompoSecure’s objection to validity is that CompoSecure itself failed to comply with the special re

2021Compare DOB at 26 & n.14 (making the foregoing arguments) with PAB at 35–40 (failing to dispute Defendants’ assertions as to the operation of the statutes governing Ohio and federal money-laundering). 119 Martinez, 86 A.3d at 1110 (citing IM2 Merchandising, 2000 WL 1664168 , at *10 (“A due respect for the presumed capability of the courts of other nations and states to fairly adjudicate cases, however, counsels that this consideration be accorded some worth, even when no prior action is pending in their courts.”)). 32 As a final fallback, Plaintiff is left to argue the choice-of-law analysis i

2019“Delaware courts use a two-part test to determine which sovereign’s law to apply when there is a conflict: first, the court determines whether there is an actual 150 Martinez II, 86 A.3d at 1106 (“[A]lthough the overwhelming hardship standard is stringent, it is not preclusive.”). 41 conflict of law between the proposed jurisdictions.”151 Where the ultimate result would be the same under either proposed jurisdiction, there is no actual conflict.152 “In cases where there is a ‘false conflict’—meaning there is no material difference between the laws of competing jurisdictions—the court ‘should a

2022“When two sophisticated, commercial entities agree to a choice-of-law clause like the one in [the License Agreement], the most reasonable interpretation of their actions is that they intended for the clause to apply to all causes of action arising from or related to their contract.” Nedlloyd Lines B.V. v. Superior Ct., 834 P.2d 1148, 1153 (Cal. 1992).

2022“When two sophisticated, commercial entities agree to a choice-of-law clause like the one in [the License Agreement], the most reasonable interpretation of their actions is that they intended for the clause to apply to all causes of action arising from or related to their contract.” Nedlloyd Lines B.V. v. Superior Ct., 834 P.2d 1148, 1153 (Cal. 1992).

2015Co., 21 A.3d 62, 68 (Del. 2011) (“This Court has adopted traditional principles of contract interpretation.”). 40 The insurance contract at issue did not include a choice of law clause.

2015Co., 21 A.3d 62, 68 (Del.2011) ("This Court has adopted traditional principles of contract interpretation.”). .The insurance contract at issue did not include a choice of law clause.

2020Alberici Const. Co., 750 A.2d at 520 ). 67 Id. 68 Id. 69 Appellants also argued that because Delaware and Austrian law would both deem the Forum Clause to be permissive, and not mandatory, there was a “false conflict” and that a choice of law analysis is unnecessary.

2020Alberici Const. Co., 750 A.2d at 520 ). 67 Id. 68 Id. 69 Appellants also argued that because Delaware and Austrian law would both deem the Forum Clause to be permissive, and not mandatory, there was a “false conflict” and that a choice of law analysis is unnecessary.

2019Perlman, Rearden LLC, 2015 WL 5724838 , at *11 (quoting Restatement (Second) of Conflict of Laws § 150 cmt. e). 6 Restatement § 150(2) creates a presumption that the law of the state where a plaintiff resides applies unless there are “significantly sufficient considerations” under Restatement §§ 6 and 145 to overcome this presumption.'* Restatement § 6(2) provides the following seven factors for the Court to evaluate during a choice of law analysis: (a) needs of interstate and international systems; (b) relevant policies of the forum; (c) relevant policies of other interested states and the re

2015Applying Delaware choice of law principles, the court said, “[t]he parties agree that applying the law of these states would yield different results and, therefore, a choice of law analysis is required.” Id. at 764 (citation omitted).

2025Co. v. Murdock, 248 A.3d 887 , 905 (Del. 2021); Carfield, 914 N.E.2d at 318 (“If the language is clear and unambiguous, we give the language its plain and ordinary meaning.”). 57 Murdock, 248 A.3d at 905; Carfield, 914 N.E.2d at 318 (“[A]n ambiguity does not exist merely because the parties proffer different interpretations of the policy language.”). 58 Murdock, 248 A.3d at 905–06; Carfield, 914 N.E.2d at 318 (“An ambiguity exists where a provision is susceptible to more than one interpretation and reasonable persons would differ as to its meaning.”). 18 could, in effect, create a new contract

2025Co. v. Murdock, 248 A.3d 887 , 905 (Del. 2021); Carfield, 914 N.E.2d at 318 (“If the language is clear and unambiguous, we give the language its plain and ordinary meaning.”). 57 Murdock, 248 A.3d at 905; Carfield, 914 N.E.2d at 318 (“[A]n ambiguity does not exist merely because the parties proffer different interpretations of the policy language.”). 58 Murdock, 248 A.3d at 905–06; Carfield, 914 N.E.2d at 318 (“An ambiguity exists where a provision is susceptible to more than one interpretation and reasonable persons would differ as to its meaning.”). 18 could, in effect, create a new contract

2025LLC, 27 A.3d 531, 536 (Del. 2011) (citing Savor, 812 A.2d at 896-97 ). 134 GA MTD at 6-7. 135 D.I. 127, Pls.’ Br. in Opp’n to GA MTD (“GA MTD Opp’n”) at 8-10. 29 In conducting a conflicts of law analysis, Delaware courts first determine if there is an actual conflict between the laws of two or more relevant jurisdictions.136 An actual conflict exists when the outcome of the case changes depending upon which jurisdiction’s laws are applied.137 If the outcome of an issue is the same under two jurisdictions’ laws, there is a “false conflict,” and a Delaware court should not conduct a choice of la

2024Fund v. Allied Irish Banks, P.L.C., 173 A.3d 1033, 1036-37 (Del. 2017). 30 Defs.’ Mot. to Dismiss, D.I. 6. 31 Id. at 3-4. 32 Id. 6 neither Aimbridge nor Defendants have any material connection to Delaware other than being organized under Delaware law.33 And, the CHMA’s choice-of-law clause designates that Florida law governs this dispute.34 Defendants argue that there is no reason for this Court to interpret Florida law when a Florida court can do so. 35 The Defendants state their intent to bring their own claim against Aimbridge and assert that litigation in Delaware will cause greater time a

2023To succeed on its claim, Sorrento must establish the existence of “(1) a contract, (2) about which defendant knew, and (3) an intentional act that is a significant factor in causing the breach of such contract, (4) without justification, (5) which causes injury.” Bhole v. Shore Invs., Inc., 67 A.3d 444, 453 (Del. 2013) (internal quotations omitted).

2022Co. v. E.I. du Pont de Nemours & Co., 996 A.2d 1254, 1256 (Del. 2010)). 9 A. The parties agree that Pennsylvania law controls if there is a conflict with Delaware law.19 The Superior Court found that the state laws “do not conflict [and are not] materially different with respect to the Motions’ relevant issues.” 20 We agree that a choice of law analysis is unnecessary because Pennsylvania and Delaware law do not conflict on the insurance coverage issues presented here.21 “In construing the language of [an insurance policy,] the Court should interpret the language in the same manner as it would

2022If and when the thoughts objected to ripen into a determination of a substantial issue, the review now sought prematurely will be available.”). 33 Levinson, 385 A.2d at 720 (holding that the fact that the parties must proceed to trial as the result of a decision “is not a basis for an interlocutory appeal”); accord Stepak v. Pioneer Texas Corp, No. 6315, 1982 WL 8775 , at *1 (Del.

2022To date, the choice of law analysis has not been conducted and cannot be made on the limited facts and minimal record before it.”). 32 Cf. Brunswick Corp. v. Bowl-Mor Co., 297 A.2d 67, 70 (Del. 1972) (holding that “the expression of judicial views and impressions, especially those subject to change upon further evaluation of both sides of the case are not judicial decisions and, hence, are not appealable when contained within interlocutory rulings.” (internal quotations omitted); accord Haveg Corp. v. Guyer, 211 A.2d 910, 913 (Del. 1965) (“But only judicial decisions are appealable—not judicia

2022To date, the choice of law analysis has not been conducted and cannot be made on the limited facts and minimal record before it.”). 32 Cf. Brunswick Corp. v. Bowl-Mor Co., 297 A.2d 67, 70 (Del. 1972) (holding that “the expression of judicial views and impressions, especially those subject to change upon further evaluation of both sides of the case are not judicial decisions and, hence, are not appealable when contained within interlocutory rulings.” (internal quotations omitted); accord Haveg Corp. v. Guyer, 211 A.2d 910, 913 (Del. 1965) (“But only judicial decisions are appealable—not judicia

2021C. § 2708(a); Change Cap., 2018 WL 1635006 , at *4 (“Title 6, section 2708(a) of the Delaware code recognizes that a choice of law clause is a significant, material and reasonable relationship with this State and shall be enforced whether or not there are other relationships with this State.” (internal quotation marks omitted)); see FdG Logistics LLC v. A&R Logistics Holdings, Inc., 131 A.3d 842, 855 (Del.