complaint effectively negate claim in Delaware

2025Dkt. 60 (“Pls.’ Answering Br.”) at 11 n.3. 54 Dkts. 53–55, 60, 66–68, 71. 13 allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001).

2024LLC, 238 A.3d 863 , 873 (Del. 2020) (internal quotation marks omitted); see also Malpiede, 780 A.2d at 1083 (“[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”). 82 Del.

2024The plaintiff is “entitled to all reasonable factual inferences that logically flow from the particularized facts alleged, but conclusory allegations are not considered as expressly pleaded facts or factual inferences.” White v. Panic, 783 A.2d 543, 549 (Del. 2001) (internal quotation marks omitted). “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001).

2024The plaintiff is “entitled to all reasonable factual inferences that logically flow from the particularized facts alleged, but conclusory allegations are not considered as expressly pleaded facts or factual inferences.” White v. Panic, 783 A.2d 543, 549 (Del. 2001) (internal quotation marks omitted). “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001).

2024Counts I and III: Breach of Contract “In order to survive a motion to dismiss for failure to state a breach of contract claim, the plaintiff must demonstrate: first, the existence of the contract, whether express or implied; second, the breach of an obligation imposed by that contract; and third, the resultant damage to the plaintiff.”139 “When interpreting a contract, Delaware courts read the agreement as a whole and enforce the plain meaning of clear and unambiguous language.”140 “[A] contract’s construction should that which would be understood by an objective, reasonable third party.”141 1

2023“In order to survive a motion to dismiss for failure to state a breach of contract claim, the plaintiff must demonstrate: first, the existence of the contract, whether express or implied; second, the breach of an obligation imposed by that contract; and third, the resultant damage to the plaintiff.” VLIW Tech., LLC v. Hewlett-Packard 9 Co., 840 A.2d 606, 612 (Del. 2003).

2022Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006)). “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001).

2021Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001)). “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede, 780 A.2d at 1083 .

2024LLC, 27 A.3d 531, 536 (Del. 2011). 96 Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001). 18 to survive a Rule 12(b)(6) Motion to Dismiss is minimal at this early stage of litigation, 97 the complaint should be dismissed where the Court determines “with ‘reasonable certainty’ that the plaintiff could prevail on no set of facts that may be inferred from the well-pleaded allegations in the complaint.”98 When deciding a motion to dismiss, the Court may consider the complaint and the content of documents that are integral to or are incorporated by reference into the complaint.99 “[A] claim may b

2024Co., 27 A.3d at 537 n.13 (“Our governing ‘conceivability’ standard is more akin to ‘possibility,’ while the federal ‘plausibility’ standard falls somewhere beyond mere ‘possibility’ but short of ‘probability.’”). 5 favor of the non-moving party.”21 The Court may reject “every strained interpretation of the allegations proposed by the plaintiff.”22 “The complaint generally defines the universe of facts that the trial court may consider in ruling on a Rule 12(b)(6) motion ….”23 The Court may consider matters outside the complaint only if “the document is integral to a plaintiff’s claim and incor

2026Compl. ¶¶ 217-26. 189 Savor, Inc. v. FMR Corp., 812 A.2d 894, 896 (Del. 2002). 37 reasonably conceivable set of circumstances susceptible of proof.190 “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”191 The court need not, however, accept “conclusory allegations unsupported by specific facts or . . . draw unreasonable inferences in favor of the non-moving party.”192 To state a claim for tortious interference with contract, CIBC must allege: “(1) a contract, (2) about which defendant

2017Savor, Inc. v. FMR Corp., 812 A.2d 894 , 896–97 (Del. 2002) (citations and internal quotation marks omitted). “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001).

2022Indeed, “a claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001); accord H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129 , 139 n.9 (Del.

2021Ch. 2003). “[A] complaint may, despite allegations to the contrary, be dismissed where the 14 unambiguous language of documents upon which the claims are based contradict the complaint’s allegations.” Id. at 139 ; see also Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001) (“[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”). “[T]he governing pleading standard in Delaware to survive a motion to dismiss is reasonable ‘conceivability.’” Cent.

2022While, the Court is required to accept only those ‘reasonable inferences that logically flow from the face of the complaint,’ [it] ‘is not required to accept every strained interpretation of the allegations proposed by plaintiff.”4 Moreover, the Court may dismiss a claim “if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.” Ultimately, 0 Battista v. Chrysler Corp., 454 A.2d 286, 287 (Del.

2022Corp. S’holder Litig., 669 A.2d 59, 68 (Del. 1995). 343 Id. at 69 . 49 considered for their truth.344 “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”345 As discussed below, the Court finds that the Complaint is not conclusory.

2022Corp. S’holder Litig., 669 A.2d 59, 68 (Del. 1995). 343 Id. at 69 . 49 considered for their truth.344 “[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”345 As discussed below, the Court finds that the Complaint is not conclusory.

2022LLC, 238 A.3d 863 , 873 (Del. 2020); see also Malpiede, 780 A.2d at 1083 (“[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”). 63 See Barker v. Huang, 610 A.2d 1341 , 1344–45 (Del. 1992) (internal citations omitted). 64 Id. at 1349 . 10 Traditionally, it applied only to statements made during judicial proceedings.65 However, many jurisdictions “have recognized the utility in extending the privilege to cover communications made in advance of anticipated litigation.”66 The Court recently

2022LLC, 238 A.3d 863 , 873 (Del. 2020); see also Malpiede, 780 A.2d at 1083 (“[A] claim may be dismissed if allegations in the complaint or in the exhibits incorporated into the complaint effectively negate the claim as a matter of law.”). 63 See Barker v. Huang, 610 A.2d 1341 , 1344–45 (Del. 1992) (internal citations omitted). 64 Id. at 1349 . 10 Traditionally, it applied only to statements made during judicial proceedings.65 However, many jurisdictions “have recognized the utility in extending the privilege to cover communications made in advance of anticipated litigation.”66 The Court recently

2022P’rs L.P., 67 A.3d 354, 360 (Del. 2013) (noting that the Court need not “credit conclusory allegations that are not supported by specific facts, or draw unreasonable inferences in the plaintiff’s favor”); see also Flannery v. Genomic Health, Inc., 2021 WL 3615540 , at *8 (Del.

2014Aug. 6, 1981). 23 Doe v. Cahill, 884 A.3d 451 (Del. 2005)(quoting Ramunno v. Cawley, 705 A.2d 1029, 1034 (Del. 1998)). 24 Id. 6 shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56.” 25 However, the Court may consider documents outside the pleadings without converting the motion if “the document is integral to a plaintiff’s claim and incorporated into the complaint” or if “the document is not being relied upon to prove the truth of its content

2014Aug. 6, 1981). 23 Doe v. Cahill, 884 A.3d 451 (Del. 2005)(quoting Ramunno v. Cawley, 705 A.2d 1029, 1034 (Del. 1998)). 24 Id. 6 shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56.” 25 However, the Court may consider documents outside the pleadings without converting the motion if “the document is integral to a plaintiff’s claim and incorporated into the complaint” or if “the document is not being relied upon to prove the truth of its content

2007See, e.g., Timothy A. Barrows, Statement of Changes in Beneficial Ownership of Securities (Sycamore Networks, Inc., Form 4) (December 19, 2003). 134 . 591 A.2d 194, 212 (Del.1991). 135 .Notably, the only "fact” (if it can be called that) that Desimone does allege about the investigation is contradicted by other allegations in the complaint itself.