Oliver v. Boston University

12 Citing cases

  1. NetJets Aviation, Inc. v. LHC Communications, LLC

    537 F.3d 168 (2d Cir. 2008)   Cited 412 times
    Holding account stated claim not duplicative of breach of contract claim where attorneys' fees recoverable under breach of contract claim but not account stated claim

    These principles are generally applicable as well where one of the entities in question is an LLC rather than a corporation. See, e.g., Oliver v. Boston University, No. 16570, 2000 WL 1091480, at *9, *12 (Del.Ch. Jul.18, 2000) (holding that a Massachusetts LLC, created solely to serve the interests of its owner and completely dominated by the owner, could be fairly characterized as the alter ego of its owner). In the alter-ego analysis of an LLC, somewhat less emphasis is placed on whether the LLC observed internal formalities because fewer such formalities are legally required.

  2. Kennedy v. Venrock Associates

    348 F.3d 584 (7th Cir. 2003)   Cited 127 times
    Holding that Rule 9(b) applies only to claims of fraud and mistake

    Plaintiffs don't have to charge fraud in a case such as this in order to state a claim. Negligent omission of material information from a proxy statement violates both federal securities law, see Section 14(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(a); 17 C.F.R. § 240.14a-9; Dasho v. Susquehanna Corp., 461 F.2d 11, 29-30 n. 45 (7th Cir. 1972); Wilson v. Great American Industries, Inc., 855 F.2d 987, 995 (2d Cir. 1988); Shidler v. All American Life Financial Corp., 775 F.2d 917, 926-27 (8th Cir. 1985), and Delaware law, which governs claims for breach of the fiduciary duty of disclosure by directors of Delaware corporations. Oliver v. Boston University, 2000 WL 1091480, at *8 (Del.Ch. 2000). Rule 9(b) is strictly construed; it applies to fraud and mistake and nothing else. Leatherman v. Tarrant County Narcotics Intelligence Coordination Unit, 507 U.S. 163, 168, 113 S.Ct. 1160, 122 L.Ed.2d 517 (1993); Pizzo v. Bekin Van Lines Co., 258 F.3d 629, 634 (7th Cir. 2001); Hammes v. AAMCO Transmissions, Inc., 33 F.3d 774, 778 (7th Cir. 1994); In re NationsMart Corp. Securities Litigation, 130 F.3d 309, 315 (8th Cir. 1997).

  3. Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc.

    23 Civ. 7874 (KPF) (S.D.N.Y. Sep. 23, 2024)

    Cede & Co. v. Technicolor, Inc., 542 A.2d 1182, 1188 (Del. 1988) (finding a former shareholder could assert a “private cause of action premised upon a claim of unfair dealing, illegality, or fraud”); see also Oliverv.Boston Univ., Civ. Action No. 16570, 2000 WL 1091480, at *6 (Del. Ch. July 18, 2000) (concluding that plaintiff can maintain a claim if “they suffered special injury not suffered by all the stockholders generally” (internal citations and quotation marks omitted)). Plaintiff's claims for promissory estoppel, negligent misrepresentation, and negligence, like those for fraud, “require [Plaintiff to plead] facts specific to the person, like reliance, regardless of the underlying property.” In re AMC Ent. Holdings, Inc. S'holder Litig., 299 A.3d 501, 532 (Del. Ch. 2023).

  4. Waddell Reed Financial, Inc. v. Torchmark Corporation

    337 F. Supp. 2d 1243 (D. Kan. 2004)   Cited 6 times

    A good faith erroneous judgment as to the proper scope or content of the required disclosure, however, implicates only the duty of care and does not give rise to a separate claim for breach of the duty of loyalty. Zirnv. VLI Corp., 681 A.2d 1050, 1062 (Del. 1996);see Hollinger, 844 A.2d at 1062 (director breached duty of loyalty by intentionally subverting his role in process through course of conduct involving misleading and deceptive conduct toward fellow directors); HMG, 749 A.2d 94, 121 (Del.Ch. 1999) (duty of loyalty implicated where conduct was not product of mere inadvertence, but conscious decision not to come clean with board); see also Arnold v. Soc'y for Sav. Bancorp, Inc., 650 A.2d 1270, 1288 n. 35 (Del. 1994) (no breach of duty of loyalty absent evidence that defendants deliberately violated disclosure obligations); Oliver v. Boston Univ., 2000 WL 1091480, at *8 n. 25 (Del.Ch. 2000) (duty of loyalty implicated where alleged misrepresentations and omissions are product of self-dealing, not good faith errors in judgment);O'Reilly v. Transworld Healthcare, Inc., 745 A.2d 902, 914-15 (Del.Ch. 1999) (claim for breach of fiduciary duty of disclosure implicates only duty of care when alleged violation was result of good faith, erroneous judgment about proper scope or content of required disclosure); Solash v. Telex Corp., 1988 WL 3587, at *7 (Del.Ch. Jan. 19, 1988) (absent any adverse financial or personal interest such as entrenchment motivation or effect, directors' approval of transaction unquestionably implicates only duty of care); In re Reliance Secs. Litig., 135 F. Supp.2d 480, 520 (D. Del. 2001) (breach of duty of loyalty requires some form of self-dealing or misuse of corporate office for personal gain). If defendants breached any duty in this case, it was a duty of care and — most emphatically — not a breach of a duty of loyalty.

  5. Fortis Advisors LLC v. Dialog Semiconductor PLC

    C.A. No. 9522-CB (Del. Ch. Jan. 30, 2015)   Cited 61 times   1 Legal Analyses
    Holding that the "failure to achieve the earn-out revenue thresholds must be analyzed within the confines of the express contractual obligations set forth in that provision and any other applicable provision" and not through the implied covenant of good faith and fair dealing

    A claim for negligent misrepresentation is often referred to interchangeably as equitable fraud, and Fortis itself consistently characterized Count V as a claim for equitable fraud in its briefing.See, e.g., Eurofins Panlabs, Inc. v. Ricerca Biosciences, LLC, 2014 WL 2457515, at *17 (Del. Ch. May 30, 2014) ("Equitable fraud, also known as negligent misrepresentation, . . . ."); Envo, Inc. v. Walters, 2009 WL 5173807, at *6 (Del. Ch. Dec. 30, 2009) ("A claim for equitable fraud or negligent misrepresentation . . . ."); Oliver v. Boston Univ., 2000 WL 1091480, at *11 (Del. Ch. July 18, 2000) ("[N]egligent misrepresentation and/or equitable fraud claim."). See Pl.'s Ans. Br. 28-29.

  6. BRAMBLE CONS. CO. v. EXIT REALTY

    C.A. No. 08C-05-234 WCC (Del. Super. Ct. Aug. 27, 2009)   Cited 1 times

    B.A.S.S. Group, LLC v. Coastal Supply Co., Inc., 2009 WL 1743730, at *6 (Del. Ch. June 19, 2009) (quoting Schock v. Nash, 732 A.2d 217, 232 (Del. 1999)).Id. (citing Oliver v. Boston Univ., 2000 WL 1091480, at *9 (Del. Ch. July 18, 2000)). The flaw with Bramble's claim is that it does not meet the final element required, as there is, in fact, a remedy provided by law.

  7. In re Countrywide Corporation Shareholders

    CONSOLIDATED C.A. No. 3464-VCN (Del. Ch. Mar. 31, 2009)   Cited 23 times
    Applying business judgment rule to decision of majority-independent board regarding merger that would affect significant pending derivative claims where company was widely held

    Gaffin v. Teledyne, Inc., 611 A.2d 467, 474 (Del. 1992).Manzo v. Rite Aid Corp., 2002 WL 31926606, at *3 (Del.Ch. Dec. 19, 2002) ("The requirement that plaintiff plead and prove actual and reasonable reliance on the false representations made by the defendants is fatal to a class action claim of either common law or equitable fraud."); Dieter, 681 A.2d at 1076 (refusing to certify common law fraud claims for class treatment); Oliver v. Boston Univ., 2000 WL 1091480, at * 10 (Del.Ch. July 18, 2000) (noting that to allow class treatment of common law fraud claims "would frustrate the inherent practical benefits of a class action"). The demand for individualized proof of reliance required by SRM's common law fraud claims would introduce new and substantial legal and factual issues not found in the Delaware Complaint's injunctive requests.

  8. Winner Acceptance Corp. v. Return on Capital

    Civil Action No. 3088-VCP (Del. Ch. Dec. 23, 2008)   Cited 70 times
    Holding statements to be "mere pun and puffery" where defendant "promised that with his expertise and management he would expand the mail business" and that existing "postal business and the Fleet were just a `postage stamp of [what the defendant could] orchestrate this mail business to be'"

    While there might be a legitimate dispute about what "few" means in this context and the degree of impoverishment or enrichment that occurred, that begs the question. Oliver v. Boston Univ., 2000 WL 1091480, at *9 (Del.Ch. July 18, 2000) (citations omitted). In the circumstances of this case, where subject matter jurisdiction exists over the unjust enrichment claim under at least the clean-up doctrine, the existence or absence of the fifth element, an adequate remedy at law, is immaterial. Depending on the circumstances, unjust enrichment can be thought of as either a legal or an equitable claim.

  9. Brinckerhoff v. Texas Eastern Prod. Pipeline

    C.A. No. 2427-VCL (Del. Ch. Nov. 25, 2008)   Cited 2 times
    Denying the plaintiff's argument that it would take a "super shareholder" to refer back to earlier proxy materials to fill in holes before voting. In reaching its decision to dismiss the plaintiff's disclosure claim, the court found that actual proxy materials filed mere weeks before must be considered as part of the total mix

    Therefore, as more fully discussed below, the disclosure claims will be dismissed. Oliver v. Boston Univ., 2000 WL 1091480 at *8 (Del. Ch. 2000).Wolf, 1998 WL 326662, *3.

  10. Palese v. Delaware State Lottery Office

    C.A. No. 1546-N (Del. Ch. Jun. 29, 2006)   Cited 16 times

    Thus, Palese's claim under the doctrine of unjust enrichment must be dismissed.Oliver v. Boston Univ., 2000 WL 1091480, at *9 (Del.Ch. July 18, 2000) (quoting Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571, 585 (Del.Ch. 1998)). This dispute also involves an agency's interpretation of its rules and regulations.