Delaware forum selection clause in Delaware

2026Mar. 24, 2025) ¶¶ 41-55. 118 Reid v. Spazio, 970 A.2d 176, 180 (Del. 2009). 119 10 Del. C. § 8118(a). 120 Tilden v. Cunningham, 2018 WL 5307706 , at *15 (Del. Ch. Oct. 26, 2018) (explaining that a plaintiff’s claims were time-barred in light of a decision to file elsewhere in contravention of a Delaware forum selection clause, “because any harm [the plaintiff] . . . suffered [wa]s entirely self-inflicted[]”). 121 Am. Compl. ¶ 131.

2026Id. at 1195.

2026Hence, the court, while willing to enforce the incorporated terms, will do so only when the whole writing and the circumstances surrounding its making evidence the parties’ knowledge of and assent to each term.”); Kleveland v. Chicago Title, 46 Cal. Rptr. 3d 314, 316 (Cal. Ct. App. 2d 2006) (permitting incorporation by reference where “the terms of the incorporated documents were known or easily available to the contracting parties’); Consol.

2025The Court can conceive of no reason why including 118 MTD Opp’n at 18-22. 119 Id. at 20-22. 120 Compl. ¶ 105. 121 Id. ¶ 16. 122 See Agreement § 9.12. 123 Matthew v. Fläkt Woods Group SA, 56 A.3d 1023, 1029-30 (Del. 2012). 19 a Delaware forum selection clause would further Defendants’ ability to misrepresent the Companies’ economic status and induce the Sale.

2025The JVA contains a Delaware forum-selection clause.61 Parties who knowingly and voluntarily agree to a forum clause consent to personal jurisdiction.62 Such clauses are enforceable 58 EBG Holdings, 2008 WL 4057745 , at *11. 59 HMG/Courtland Properties, 729 A.2d at 307-08. 60 See generally Sono Int’l’s Op. Br.

2023First, RGI conceded “CRE’s affirmative claims are based on an alleged breach of representations and warranties set forth in the UAPA.”111 Second, the UAPA is the later-executed document, and UAPA Section 9.6’s “plain language itself includes the Ancillary Agreements within its forum selection clause.”112 The Court, therefore, held Delaware was the proper forum for CRE’s claims.113 In May 2022, the Court issued its second decision and dismissed RGI’s non- 108 Hamilton v. State, 831 A.2d 881, 887 (Del. 2003) (emphasis in original) (internal quotation marks and citations omitted). 109 Zurich Am.

2022R at 16-17 (quoting Archibald v. Cinerama Hotels 15 Cal. 3d 853, 857-58 (Cal. 1976)). 18 the claims asserted against them in the Delaware Complaint do not fall within the scope of what Section 8118(a) permits.

2021L.L.C., 67 A.3d 373, 380 (Del. 2013). 3 applied to fiduciary claims “must turn on the issue of whether the fiduciary duty claims would be assertable had there been no Underwriting Agreement.”10 Because the Plaintiffs argue that the Delaware forum selection clause should apply to Count IV, the question is whether Count IV would be assertable absent the Operating Agreement in which the Delaware forum selection clause is found.

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