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.

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).

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).

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.

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.

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.

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.

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.

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.

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.