fiduciary duty claim in Delaware

2025But see Nemec, 991 A.2d at 1129 (rejecting the argument that a breach of fiduciary duty claim was “grounded on an additional and distinct fact—namely, that the Directors were the persons responsible for the Company’s decision . . . and stood to gain personally from that decision[,]” because “the fiduciary duty claim still arises from a dispute relating to the exercise of a contractual right” (emphasis in original)). 15 occurred before they joined the Board, including improper changes to the Company’s balance sheet, the improper issuance of stock options to Harrington, and Plaintiff’s removal f

2025“WP Person” is defined as “any WP Investor, any Affiliate of any WP Investor, any WP Manager or any Person appointed by, or acting at the direction of, any of the foregoing as an officer, manager or director of any Company Entity.” Id. § 1.01. 96 Nemec, 991 A.2d at 1126 . 97 Pls.’ Answering Br. 34. 19 allowed him to receive disparate consideration in a merger.98 Yet that case is in the corporate context.99 All but one of the other “coercion” cases cited by the plaintiffs in support of their claim likewise concern corporate fiduciaries.100 The only case cited in the LLC context is inapposite.10

2014See supra note 37. 51 Zynga Defs.’ Reply Br. 21. 52 See, e.g., Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. 1939) (“Corporate officers and directors are not permitted to use their position of trust and confidence to further their 21 benefit inconsistent with their duty of loyalty to Lee and the putative class. 53 In my view, this is quintessentially a fiduciary duty claim.

1977The last stated proposition is derived from such cases as Schnell v. Chris-Craft Industries, Inc., Del.Supr., 285 A.2d 437, 439 (1971) (which involved advancement of the date of an annual meeting, accomplished in compliance with the relevant statute) wherein this Court said that “. . . inequitable action does not become permissible simply because it is legally possible;” and from Guth v. Loft, Inc., Del.Supr., 23 Del.Ch. 255 , 5 A.2d 503, 511 (1939), in which the Court, responding to an argument for a narrow examination of issues, said that “[t]he question [at issue] is not one to be decided o

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

2026Id. at 1265-78, 1283 .

2025C. § 8121 (“Where a cause of action arises outside of this State, an action cannot be brought in a court of this State to enforce such cause of action after the expiration of whichever is shorter, the time limited by the law of this State, or the time limited by the law of the state or country where the cause of action arose, for bringing an action upon such cause of action.”). 84 Id. § 8106; e.g., Halpern v. Barran, 313 A.2d 139, 141-43 (Del.Ch.1973). 85 Fla. Stat. § 95.11 (5)(b); SAB 3; SOB 5–6; Tambourine Comercio Internacional SA v. Solowsky, 312 F. App’x 263, 281 (11th Cir. 2009) (“Based

2025LLC, 27 A.3d 531, 535 (Del. 2011)). 17 The court’s analysis of the fiduciary duty claim proceeded in four parts. 54 First, it held that entire fairness would apply if “the conversions conferred a non-ratable benefit on the fiduciary defendants.” 55 Second, it held that it was “reasonable to infer from the complaint’s allegations that Nevada law provides greater protection to fiduciaries and confers a material benefit on the defendants.” 56 Third, it held that the court could conduct an entire fairness inquiry and consider “whether stockholders received the substantial equivalent of what they h

2025C. § 8121 (“Where a cause of action arises outside of this State, an action cannot be brought in a court of this State to enforce such cause of action after the expiration of whichever is shorter, the time limited by the law of this State, or the time limited by the law of the state or country where the cause of action arose, for bringing an action upon such cause of action.”). 84 Id. § 8106; e.g., Halpern v. Barran, 313 A.2d 139, 141-43 (Del.Ch.1973). 85 Fla. Stat. § 95.11 (5)(b); SAB 3; SOB 5–6; Tambourine Comercio Internacional SA v. Solowsky, 312 F. App’x 263, 281 (11th Cir. 2009) (“Based

2025Recognizing the application of Florida’s first injury rule would render Plaintiff’s claim time-barred, Plaintiff argues for an exception called the “finality accrual rule.”106 It applies when a claim for legal malpractice, and the plaintiff’s injury, depends on the final adjudication and judgment in the underlying matter: “until that time, one cannot determine if there was any actionable error by the attorney.”107 In that context, “the statute of limitations begins to run when the 103 Id. ¶ 98. 104 Brooks, 70 So.2d at 308 (Fla. 1954); Peat, 565 So.2d at 1325 ; Fla. Stat. § 95.11 (5)(b). 105 In

2024Ch. 2010). 109 Tooely v. Donaldson, Lufkin & Jennette, Inc., 845 A.2d 1031, 1033 (Del. 2004). 24 (1) a demand was made on the entity or (2) reasons why making such demand on the entity would be futile.110 To the extent that the Plaintiffs allege that only they were diluted compared with their holdings in Morzev,111 that does not state a fiduciary duty claim on the part of the Defendants.

2023Ch. 2008) (finding no jurisdiction where individuals signed on behalf of an entity). 78 Istituto Bancario Italiano SpA v. Hunter Eng’g Co., Inc., 449 A.2d 210, 225 (Del. 1982). 12 “Although Istituto Bancario literally speaks in terms of a ‘conspiracy to defraud,’ the principle is not limited to that particular tort.”79 In subsequent cases, this Court has held that a fiduciary duty claim can satisfy this element.80 As a result, my findings below of a sufficient pleading that the Trust and Trustees breached their fiduciary duties, aided and abetted by the LLC, provide a sufficient basis to infer

2022Pipeline Co., LLC, 986 A.2d 370, 389 (Del.

2022This case is therefore unlike those where Delaware courts have held that a fiduciary duty claim could not be matter of the voting agreement . . . overlapped with the [defendants’] inequitable conduct . . . the court’s equitable award addressed harm flowing from the [defendants’] deceptive conduct in their capacities as directors, not from a breach of contract in their capacities as stockholders and parties to the voting agreement.” Id. at 109. 123 “Certificates of incorporation are regarded as contracts between the shareholders and the corporation, and are judicially interpreted as such.” Alta

2022The Remedy To obtain a meaningful remedy for a breach of duty, a plaintiff must establish by a preponderance of the evidence either that the plaintiff suffered harm or that the fiduciary wrongfully received a benefit.27 A plaintiff also must prove by a preponderance of the evidence that a sufficient causal linkage exists between the breach of duty and the remedy sought to make the remedy an apt means of addressing the breach.28 27 See Kahn v. Kolberg Kravis Roberts & Co., L.P., 23 A.3d 831, 838 (Del. 2011) (“[I]t is inequitable to permit the fiduciary to profit from using confidential corporat

2021Ch. 2001), rev’d, 817 A.2d 149 (Del. 2002) (“Parfi I”).

2021Parfi Holding AB v. Mirror Image Internet, Inc., 817 A.2d 149, 157 (Del. 2002) (“Parfi II”). 20 Parfi I, 794 A.2d at 1226 (emphasis added).

2021While holding that the fiduciary duty claim did not arise out of the contract, the court observed that “[t]he first phrase of the clause, which requires arbitration of claims ‘arising out of’ the Agreement, would seem to cover direct claims for breach of the Agreement or fraud in the inducement.”20 While a fraud claim was not directly before the court in Parfi, the court’s observation regarding the connection between a fraudulent inducement claim and 19 794 A.2d 1211, 1226 (Del.

2021While holding that the fiduciary duty claim did not arise out of the contract, the court observed that “[t]he first phrase of the clause, which requires arbitration of claims ‘arising out of’ the Agreement, would seem to cover direct claims for breach of the Agreement or fraud in the inducement.”20 While a fraud claim was not directly before the court in Parfi, the court’s observation regarding the connection between a fraudulent inducement claim and 19 794 A.2d 1211, 1226 (Del.

2021Corp., 59 A.3d 1206, 1213 (Del. 2012) (concluding LLC agreement “contractually adopt[ed] the fiduciary duty standard of entire fairness”).

2020See Ross, 2019 WL 960212 , at *6 (disallowing a fiduciary duty claim to proceed in parallel with an implied covenant claim based on the same wrongful acts). 204 H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129, 140 (Del.

2020If they do not, the director may have the case dismissed on its merits under Rule 12(b)(6), not under Rule 12(b)(2) . . . .”); Bell v. Hood, 327 U.S. 678, 682 (1946) (“[I]t is well settled that the failure to state a proper cause of action calls for a judgment on the merits and not for a dismissal for want of jurisdiction.”). 25 Ferrera argues that the non-fiduciary claims against him are not sufficiently related to the fiduciary duty claim because they address conduct occurring after Ferrera resigned from his fiduciary position. 75 This argument rests on a flawed premise—that Ferrera cannot b

2020P’ship v. Tubergen, 906 A.2d 827, 833-34 (Del.

2020See Bay Center Apartments Owner, LLC v. Emery Bay PKI, LLC, 2009 WL 1124451 , at *11 n.59 (Del Ch. 2009) (“I recognize that allowing a fraud claim to proceed because of a fiduciary duty claim generates redundancy[,] . . . [but] this sort of redundancy has been permitted in our jurisprudence.”) (citing Zirn v. VLI Corp., 621 A.2d 773 (Del. 1993); Shamrock Hldgs. of Cal., Inc. v. Iger, 2005 WL 1377490 (Del.

2020Plan v. Baiera, 119 A.3d 44, 57 (Del.