Tortious Interference with Contract

Chancery Court Declines to Expand Gentile Doctrine

Jun 03 2021

By: Scott Waxman and Doug Logan

In Dr. Thomas Markusic et al. v. Michael Blum et al. memorandum opinion 200818, the Delaware Chancery Court (the “Court”) declined to extend the Gentile doctrine. In so doing, the Court held that the counterclaims attempting to rely on it had to be dismissed.

Firefly Space Systems, Inc. (“Original Firefly”) was an aerospace startup founded by Michael Blum, Patrick Joseph King, and Thomas Markusic in late 2013 with the aim of launching small-load rockets into orbit. Counterclaim-Plaintiffs Blum, King, Lauren McCollum, Steven Begleiter, Green Desert N.V., Swing Investments BVBA, Bright Success Capital Ltd., and Wunderkind Space Ltd. (collectively, “Original Firefly Investors”) each owned stock in Original Firefly, with Markusic in the role of CEO and sole board member of Original Firefly at all relevant times.

Partnership Agreement May Provide Grounds for Relief in Case Involving Drop in Unit Price Following Disclosure of General Partner’s Intent to Exercise Call Right

Jan 08 2020

By: Scott E. Waxman and Serena M. Hamann

In Bandera Master Fund LP, et al. v. Board Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Oct. 7, 2019), the Delaware Court of Chancery (the “Court”) denied the defendants’ Rule 12(b)(6) motion to dismiss breach of contract claims because the plaintiffs had established reasonably conceivable breaches of the governing partnership agreement. These breaches related to the defendants’ public statements concerning the general partner’s possible exercise of a call right leading to a sharp decrease in partnership unit prices prior to the actual exercise of the call right.

CHANCERY COURT CONFIRMS LIMITED SCOPE OF AUTHORITY OF EXPERT-NOT-ARBITRATOR DISPUTE RESOLUTION PROVISIONS

Mar 07 2019

Annette Becker and Caitlin Velasco

In Ray Beyond Corp. v. Trimaran Fund Management, L.L.C. and The Halifax Group, LLC, Memorandum Opinion, Civil Action No. 2018-0497-KSJM, the Court of Chancery denied a motion for judgment on the pleadings brought by Ray Beyond Corp. (“Buyer”) seeking to specifically enforce a dispute resolution provision referring an escrow dispute to an independent accounting firm as an “expert, not arbitrator” and the related counterclaims. The Court granted the motion for judgement on the pleadings brought by Buyer’s parent affiliate, The Halifax Group, LLC (“Halifax”) on Trimaran Fund Management, L.L.C.’s (“Seller”) third-party claim for tortious interference for refusing to execute a joint instruction to release escrow funds.

CHANCERY COURT EVALUATES OBJECTIVE FACTORS TO DETERMINE PARTNERS’ SUBJECTIVE BELIEFS

Apr 05 2018

By: Scott Waxman and Hillary Dawe

Dieckman v. Regency GP LP, et al. came before the Delaware Court of Chancery as a dispute over a merger between Energy Transfer Partners, L.P. (“ETP”) and Regency Energy Partners LP (“Regency”) for an exchange ratio of 0.4066 and a cash payment of $0.32 per common unit of Regency (the “Merger”).

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