In a civil action, a motion to dismiss a lawsuit may be, and generally is, filed by a defendant (or, if the motion is to dismiss a counterclaim, by the plaintiff) at the time a responsive pleading, such as an answer, is due.1 A motion to dismiss challenges the right of the claimant to prosecute his or her claim due to some deficiency in the pleading, manner of service, or venue. Defenses that may be raised by a motion to dismiss are as follows.
Lack of Jurisdiction Over the Subject Matter.2 This motion in effect seeks a different tribunal by challenging the power of the court to hear a particular matter. The basis for the motion may be that the plaintiff has brought an action in state court that is limited by statute or otherwise to federal court;3 that a claim brought in the Court of Chancery may not proceed in that court since the plaintiff has an adequate remedy in a court of law;4 or that a claim brought in a court of law may not proceed because the plaintiff seeks equitable relief that may only be obtained in the Court of Chancery.5 The issue of whether or not a court may exercise subject-matter jurisdiction over an action must be determined in the first instance from the allegations of the complaint, viewed in the light of what the plaintiff actually seeks and not necessarily what relief is pleaded, and it does not depend upon the existence of a sustainable cause of action or the evidence subsequently adduced.6 When determining jurisdiction, the court must accept the material allegations of the complaint as true.7 The existence of subject-matter jurisdiction is determined as of the time of the filing of the complaint, without regard to subsequent events.8
A successful challenge to a court’s subject-matter jurisdiction will not necessarily result in an automatic dismissal of the action. The Delaware Code provides that “[n]o civil action, suit or other proceeding brought in any court of this State shall be dismissed solely on the ground that such court is without jurisdiction of the subject matter, either in the original proceeding or on appeal,” and that if, within sixty days after the order denying the jurisdiction of the first court has become final, the adversely affected party files in that first court a written election of transfer, discharges all costs accrued in the first court and makes the usual deposit for costs in the second court, the proceeding may be transferred to an appropriate court for hearing and determination.9 Where a court has jurisdiction over some, but not all, of the claims, the court may sever the claims and direct that the claims over which the court lacks jurisdiction be transferred to the appropriate court.10
If there is any question about a court’s jurisdiction, it is to the advantage of the plaintiff to have the issue resolved promptly, since lack of jurisdiction over the subject matter of the action cannot be waived and, even if not raised by a party, can be raised by a court on its own motion and can result in a dismissal at any time, even after an appeal.11
Lack of Jurisdiction Over the Person.12 This motion may be based upon the lack of power of a Delaware court to compel the appearance of a defendant or upon the insufficiency of process or service of process.13 “Process” refers to the means used to assert jurisdiction over a defendant by compelling him or her to appear in court and to answer a. complaint.14 If the challenge is to a defect which can be remedied, it has no significance to the trial of the case. However, since a court’s ability to assert personal jurisdiction over a defendant is dependent upon proper service of process,15 if the defect is one which cannot be remedied, the trial forum may end up outside of Delaware.
Personal jurisdiction is a threshold issue that should be decided before the court addresses the merits of the claim. However, if there is a dispositive motion before the court, such as a motion to dismiss or for judgment on the pleadings, which can be resolved without reference to the issue of personal jurisdiction, a court, in the exercise of its discretion, can decide that motion without addressing the jurisdictional issue.15.1
If a defendant files a motion challenging the court’s ability to assert personal jurisdiction over that defendant, the plaintiff has the burden of establishing a basis for such jurisdiction.16 Where the claimed basis for personal jurisdiction is one of Delaware’s “long-arm” statutes,17 the plaintiff must show that (i) the provisions of the relevant long-arm statute apply, and (ii) exercise of personal jurisdiction under the long-arm statute does not offend principles of due process of law under the state and/or federal Constitution.18
A motion to dismiss for lack of personal jurisdiction may present factual as well as legal issues. The typical factual issue occurs in the case of long-arm service and concerns whether the defendant has had, directly or indirectly, some connection with Delaware sufficient to permit the court to exercise personal jurisdiction by means of substituted service of process. The legal issues, i.e., whether that connection constitutes doing business in Delaware or otherwise satisfies some provision of a long-arm statute and whether the assertion of personal jurisdiction in this manner and under these circumstances comports with due process, cannot be resolved until the court first determines the factual matters. In that regard, a court is not limited to relying only on the allegations of the complaint, as a plaintiff has no obligation to plead facts showing that the defendant is subject to personal jurisdiction in Delaware. As such, the plaintiff generally is entitled to reasonable discovery to aid in establishing personal jurisdiction. Where the facts alleged in the complaint make clear that any claim of personal jurisdiction over the defendant is frivolous or where the discovery sought does not appear to add anything to the jurisdictional analysis, however, the trial court, in the exercise of its discretionary control over the discovery process, may preclude discovery in aid of establishing personal jurisdiction.19 Further, a court can, in the exercise of its discretion, defer jurisdictional discovery to decide a pending motion which may be dispositive of the case and which can be resolved without addressing the jurisdictional question.19.1 A court may also decide to defer dispositive motions pending the completion of jurisdictional discovery.19.2
The trial court is vested with a degree of discretion in shaping the procedure by which a motion to dismiss for lack of personal jurisdiction is to be resolved. The court may hold an evidentiary hearing or decide the matter upon affidavits. If the matter is decided upon affidavits, the court will only require that the plaintiff make out a prima facie case. If the court hears testimony, the plaintiff will have to establish personal jurisdiction by a preponderance of the evidence, based on specific facts.20
Improper Venue.21 “Venue” refers to the right of a party who has been sued to have the action brought and heard in a particular locality. A defendant may seek to dismiss an action pursuant to the doctrine of forum non conveniens, which permits a court to decline jurisdiction where the convenience of the parties and the ends of justice would be better served if the action were brought and tried in another forum.22 Alternatively, a party may seek to stay an action pending resolution of a previously-filed action involving the same or similar issues and parties in another forum.
Whether or not to dismiss an action on the ground of forum non conveniens or to stay an action pending resolution of a prior-filed action is within the discretion of the court.23 That discretion should be exercised sparingly in the absence of a prior-filed action pending elsewhere.24 Indeed, it has been said that where the Delaware action is first-filed, the plaintiff’s choice of forum will be respected and rarely be disturbed, even if there is a more convenient forum elsewhere.24.1 Related to that, where there is no prior-filed action, the movant must establish that there is a viable alternative forum.24.2
By contrast, when there is a prior-filed action involving similar parties and issues pending in a forum capable of doing prompt and complete justice, such discretion should be exercised freely.25 The policy underlying these rules is that litigation should be confined to the forum in which it is first commenced, and a defendant should not be permitted to defeat a plaintiff’s choice of forum in a pending suit by commencing litigation involving the same cause of action in another jurisdiction of the defendant’s own choosing.26 However, while a court tries to respect a plaintiff’s choice of forum, foreign plaintiffs generally are accorded less deference in their choice of forum than are citizens or residents.26.1
Whether the motion is to dismiss or stay, the movant has the burden of establishing inconvenience and hardship sufficient to move the trial court to exercise its discretion to dismiss or stay the action,27 although the burden is less to obtain a stay than it is to obtain a dismissal.28 It has also been suggested that the burden is less stringent when the plaintiff lives outside of Delaware, particularly if the movant is trying to move the litigation to the forum where the plaintiff resides.28.1 To meet that burden, the movant may not rely merely on bare allegations of hardship, but must come forward with specific proof.29
The court’s duty is to determine whether litigating in Delaware will cause overwhelming hardship to the non-movant. In making that judgment, it is not appropriate for the court to compare the two potential forums and determine which is the most appropriate one.29.1
In exercising its discretion in deciding whether or not to stay or dismiss an action, the court weighs several factors, each of which must be established with particularity.29.2 The first is whether Delaware law applies to the action.30 Although it is preferable for Delaware courts to decide issues of Delaware law, particularly where the legal issues involve matters which the Delaware courts, by virtue of their continuous experience, have developed a certain expertise,31 it is recognized that courts in other states are fully competent to decided questions of Delaware law.32 Similarly, it is recognized that Delaware courts are competent to address questions relating to the law of other States or foreign countries.33 However, a court may take into account circumstances where access to a foreign law is difficult and expensive, and the defendant has limited resources.33.1 As such, while the issue of whether Delaware law applies is entitled to some weight, it should not be considered conclusive, but merely one factor to be considered.34
The second factor is the relative ease of access to proof.35 The fact that none of the people involved and none of the events involved occurred in Delaware is not sufficient.36 Instead, the movant must establish that the evidence is so voluminous or the witnesses are so prodigious that, in this era of rapid transportation, it would cause great hardship to maintain the action in Delaware.37 In the case of evidence located outside the United States, the fact that international procedures for obtaining evidence, such as the Hague Convention, are cumbersome does not of itself equate to overwhelming hardship.37.1
The third factor is the availability of compulsory process for witnesses.38 In this connection, it is recognized that, although live testimony is generally preferable, deposition testimony is available as an acceptable substitute, even where facts are strongly contested.39 Even when the credibility and demeanor of a witness is an issue, the availability of videotaped testimony has diminished the importance of the absence of compulsory process.39.1 On the other hand, it has been said that “depositions serve as poor proxies for live testimony because the fact finder loses the opportunity to effectively and contemporaneously evaluate the credibility of the witness,” and that courts may not willfully ignore substantial issues of fairness.39.2 Thus, to tip the scales in the movant’s favor as to this factor, the movant must identify the potential witnesses, the subject of their testimony and why deposition testimony would be inadequate.40 A court should also consider whether the issues are primarily factual or legal and whether the witnesses are geographically scattered or primarily located in a jurisdiction where suit could be or has been brought.41
The fourth factor is the availability, where relevant, of a view of the premises or site that is the subject of the action.42 A relevant consideration as to this factor is whether or not a view of the premises would assist the trier of fact in a way that could not be achieved through the use of photography.43
The fifth factor is the pendency or non-pendency of a similar action in another jurisdiction.44 Of course, the pendency of a prior action is a prerequisite to a motion to stay pending resolution of a prior-filed action. The absence of another pending action has been called “an important, if not a controlling consideration” in deciding a motion to dismiss as well.45 If there is no other action pending, the plaintiff would be forced to suffer the additional delay and expense involved in commencing a new action.46 Where there is a similar action pending in another court, the court must be concerned with issues of comity and the orderly administration of justice, including the risk of a wasteful duplication of time, effort and expense which occurs when judges, lawyers, parties and witnesses are simultaneously engaged in the adjudication of the same cause of action in two courts.47 The court should also be concerned about the risk of inconsistent and conflicting rulings which could result if both actions were allowed to proceed simultaneously.48
However, where separate actions are found to have been filed in different jurisdictions within the same general time frame so as to appear to involve a “race to the courthouse,” courts will decline to give weight to the issue of which suit was first filed.48.1
Where an action is first filed outside of Delaware, but the plaintiff waits an egregiously long time before serving process in the first filed case, or the parties take substantial steps to advance the litigation in Delaware before seeking a stay, courts will give less weight to the fact that the first case was filed outside of Delaware.48.2
Conversely, the fact that the first action was filed in Delaware will carry little weight when there has been egregious delay in serving process or where significant progress has been made in the case filed outside of Delaware before a stay in the Delaware action is sought.48.3
These rules relate to circumstances where the plaintiff and the defendant each have filed suit against the other in different jurisdictions. Where the plaintiff is the sole party that has filed actions in more than one jurisdiction, the fact that the Delaware action is first-filed carries less weight.48.4
The final factor permits a court to consider all other practical considerations which would make the trial easy, expeditious and inexpensive.49 This will depend on the individual circumstances of each case. Courts have considered such factors as judicial economy, the motives of the parties in filing suit, and public policy.49.1 Where there is a similar action pending in another jurisdiction, some relevant (though not necessarily dispositive) considerations include whether one of the actions includes more parties50 or more claims51 than the other, whether one of the actions is moving at a faster pace or is at a more advanced stage,52 whether the other court has issued any preliminary rulings in the case,53 and whether the action arises under a Delaware statute providing for summary proceedings.53.1 The court may also consider the relative financial strength of the parties.53.2
The decision whether to dismiss or stay is not dependent on the number of factors satisfied. Instead, it is whether whatever factors are demonstrated indicate the presence of overwhelming hardship.53.3
Failure to State a Claim Upon Which Relief Can Be Granted.54 A motion to dismiss for failure to state a claim upon which relief may be granted argues that, even assuming that the plaintiff can prove the facts alleged in the complaint, such facts do not establish a predicate for liability under any legal theory. In assessing the merits of this argument, the court accepts, for the purpose of the motion, all of the well-pleaded facts as true and construes all reasonable inferences that logically flow from those allegations in the plaintiff’s favor. However, the court need not accept as true either inferences or conclusions of fact unsupported by allegations of specific facts upon which the inferences or conclusions rest.55 Viewing the allegations of the complaint in that light, a complaint may not be dismissed for failure to state a claim unless it appears to a reasonable certainty that under no possible set of facts provable under the allegations of the complaint would the plaintiff be entitled to relief.56 Vagueness or lack of detail in the pleading is not a sufficient ground of itself to dismiss a complaint for failure to state a claim, if the pleading still puts the defendant on notice of the claim.57
Since a motion to dismiss will be granted only if no conceivable facts provable under the allegations of the complaint would entitle the plaintiff to relief, and since a plaintiff generally will be entitled to amend the complaint to allege additional facts which would remedy a deficiency in the complaint,58 an attorney contemplating filing a motion to dismiss will be well advised to proceed cautiously, and in case of any doubt to refrain from filing such a motion. The natural tendency of most judges is to allow reasonable exploration of the facts. The filing of a motion to dismiss will serve to focus the attention of opposing counsel on possible theories of his or her case, and the “briefing” may serve to educate the opponent so as to pave the way for a more effective statement and presentation of the opponent’s case. The court may see a theory which the plaintiff or counterclaimant may have missed. Even if a theory raised by the court will have no validity when all of the facts are established, the opinion denying the motion may contain statements which will be difficult to deal with in future proceedings in the case.
In deciding a motion to dismiss for failure to state a claim, a court is generally limited to the four corners of the complaint. If any party presents matters outside the pleadings and such material is considered by the court, the motion is converted into one for summary judgment, and the rules applicable to motions for summary judgment apply.59 This does not constitute an absolute bar on consideration of all extrinsic material, however. For example, a court may consider facts that are properly the subject of judicial notice.60 Further, a court may consider the contents of any document incorporated by reference in and attached to a complaint.61 Where a plaintiff refers to a document in the complaint but fails to attach a copy, the document may be introduced as part of the motion, and the court may consider it, without converting the motion into one for summary judgment.62 However, a court may only consider a document attached or referred to in a pleading where the document is integral to the claim, such as a proxy statement where the claim is misrepresentation in that proxy statement, the contract at issue in a breach of contract suit, or a newspaper article that forms the basis for a defamation claim. On a motion to dismiss, such documents may be considered for what they state, but not to establish the truth of their contents.62.1
Failure to Join as Parties Persons Needed for a Just Adjudication.63 The rule as to joinder of persons needed for a just adjudication is based upon equity practice which requires joinder, if feasible, of all persons having an interest in the controversy, which joinder is necessary to enable the court to determine the entire controversy. If joinder is not feasible and if the case can be completely decided between the litigants at bar, the case may proceed if the court determines that to proceed to judgment would not be contrary to equity and good conscience. But if the court determines to the contrary, the action must be dismissed unless an adequate alternative form of relief is available.64
The determination of a motion to require joinder or to dismiss the action involves two steps: (i) a determination whether an absent person is one who is required to be joined, if feasible,65 and (ii) if there is an absent person who should be joined but joinder is not feasible, a determination whether in equity and good conscience the action should proceed among the parties presently before the court.66 The initial burden of proof is on the party raising the defense to show that the person who was not joined is needed for a just adjudication. However, when an initial appraisal of the facts reveals the possibility that an unjoined party whose joinder is required exists, the burden devolves on the party whose interests are adverse to the unjoined party to negate this conclusion. Failure to meet that burden will result in requiring the joinder of the party (if possible) or dismissal of the action.66.1 In this connection, a plaintiff or counterclaimant should consider the applicability of a common-law vouch in procedure, which enables a party in certain circumstances to bind a third party to the findings and judgment in an action even though the third party was never served with process, never entered an appearance and was not subject to the process of the court.67
Joinder is not feasible if the person to be joined is not subject to service of process or joinder will deprive the court of jurisdiction.68 Ordinarily, the burden of proving that joinder is not feasible or that the party to be joined cannot be made a party is on the person who asserts that such person cannot be joined or made a party. However, in a situation where the relationships of the parties make it fair that the burden be placed on another party, a court will do so.69
If joinder is feasible, a court will compel joinder if either of two conditions are met: (1) in the absence of that person complete relief cannot be afforded among those already parties, or (2) the person to be joined claims an interest relating to the subject of the action and is so situated that the disposition of the action in the absence of that person may (i) as a practical matter impair, or impede the ability of that person to protect that interest, or (ii) leave any of the persons already parties subject to a substantial risk of incurring double, multiple or otherwise inconsistent obligations by reason of that person’s claimed interest. If that absent person has not been joined in the action, the court must order that the absent person be made a party. If the absent person should join as a plaintiff but refuses to do so, that person may be made a defendant, or, in a proper case, an involuntary plaintiff. If the joined party successfully objects to venue and the joinder of that party would render venue of the action improper, that party must be dismissed from the action.70
If a person as described above cannot be made a party, the court must determine whether in equity and good conscience the action should proceed among the parties before it or should be dismissed, the absent person being thus regarded as indispensable. In making such determination, the court should consider (i) to what extent a judgment rendered in the person’s absence might be prejudicial to that person or those already parties; (ii) the extent to which, by protective provisions in the judgment, by the shaping of relief, or by other measures, the prejudice can be lessened or avoided; (iii) whether a judgment rendered in the person’s absence will be adequate; and (iv) whether the plaintiff will have an adequate remedy if the action is dismissed for non-joinder.71 In considering the potential for prejudice, a court will look at the practical likelihood of prejudice and subsequent litigation, rather than the theoretical possibility of what might occur. Further, the ability of an absent party to intervene in the action, although not determinative, may be viewed as a factor that lessens any potential prejudice resulting from a future judgment.71.1 These factors are interdependent and must be considered in relation to each other as well as in relation to the facts.72 Courts will decide these issues pragmatically73 on a case-by-case basis,74 with emphasis placed on the circumstances of the particular case.75 The weight to be given each factor is discretionary with the court.75.1
Demand Futility. Where one or more shareholders bring a derivative action on behalf of their corporation, the complaint must allege with particularity the efforts, if any, made by the plaintiff(s) to obtain the desired action from the board of directors or comparable authority and the reasons for the failure to obtain the desired action or for not making the effort.76 Similarly, a limited partner who brings an action in the right of the limited partnership to recover a judgment in its favor, or a mem must allege facts showing that a demand for corrective action was made upon the general partners or why such demand was not made.77 The same goes for a member in a limited liability company.77.1 A defendant in these types of cases may move to dismiss the complaint on the ground either that demand was not made and the plaintiff has failed to establish that demand would be futile or, where demand was made and refused, that the plaintiff has failed to allege facts establishing that such refusal was improper.
When the claims involve a contested transaction i.e., where it is alleged that the directors made a conscious business decision in breach of their fiduciary duties, the plaintiff is obligated to allege with specificity particularized facts creating a reasonable doubt that either (i) the directors are disinterested and independent, i.e, facts demonstrating either financial interest or entrenchment on the part of the directors or general partners, or (ii) the challenged transaction was otherwise the product of a valid exercise of business judgment, i.e., whether the terms amounted to a waste of corporate assets or that the directors or general partners failed to make an informed decision.78
Where the subject of a derivative suit is not a business decision of the board but rather a violation of the Board’s oversight duties, the plaintiff must allege particularized facts establishing a reason to doubt that the board of directors could have properly exercised its independent and disinterested business judgment in responding to a demand.78.1
Where a demand has been made, the plaintiff is deemed to have waived the argument that the directors or general partners are disinterested and is limited to showing that the demand was wrongfully refused, i.e., that the directors or general partners either did not act in good faith or make a reasonable investigation of the facts before deciding not to proceed with the requested action.79 In either situation, a court is limited to the allegations of the complaint in deciding whether a plaintiff has adequately pleaded specific facts demonstrating either that demand would have been futile or that demand was wrongfully refused.80
1. Ch. Ct. R. 12(a); Super. Ct. Civ. R. 12(a); Comm. Pls. Ct. Civ. R. 12(a); Fam. Ct. Civ. R. 12(a).
2. Ch. Ct. R. 12(b)(1); Super. Ct. Civ. R. 12(b)(1); Comm. Pls. Ct. Civ. R. 12(b)(1); Fam. Ct. Civ. R. 12(b)(1).
3. See, e.g., Lowenschuss v. Options Clearing Corp., C.A. No. 7972, Chandler, V.C. (Del. Ch. Dec. 21, 1989).
4. See, e.g., Candlewood Timber Group, LLC v. Pan American Energy, LLC, 859 A.2d 989, 997-98 (Del. 2004), cert. denied, 543 U.S. 1177 (2005); Harman v. Masoneilan International, Inc., 442 A.2d 487 (Del. 1982).
5. See Del. Const. art. IV, §§ 7, 14; Monroe Park v. Metropolitan Life Ins. Co., 457 A.2d 734, 738 (Del. 1983).
6. Janowski v. Div. of State Police, Dept. of Safety and Homeland Sec., State, 981 A.2d 1166, 1169 (Del. 2009); Nelson v. Russo, 844 A.2d 301, 302-03 (Del. 2004); Chateau Apartments Co. v. Wilmington, 391 A.2d 205, 207 (Del. 1978); Diebold Computer Leasing, Inc. v. Commercial Credit Corp., 267 A.2d 586, 588 (Del. 1970); Stidham v. Brooks, 5 A.2d 522, 524 (Del. 1939); New Castle County Vocational Technical Education Asso. v. Board of Education, 451 A.2d 1156, 1164 (Del. Ch. 1982); Hughes Tool Co. v. Fawcett Publications, Inc., 297 A.2d 428, 432 n. 2 (Del. Ch. 1972), rev’d on other grounds, 315 A.2d 577 (Del. 1974); Strickler v. Sussex Life Care Associates, 541 A.2d 587, 589 (Del. Super. 1987).
7. Janowski v. Div. of State Police, Dept. of Safety and Homeland Sec., State, 981 A.2d 1166, 1169 (Del. 2009); Harman v. Masoneilan International, Inc., 442 A.2d 487, 489 (Del. 1982); Diebold Computer Leasing, Inc. v. Commercial Credit Corp., 267 A.2d 586, 588 (Del. 1970); Strickler v. Sussex Life Care Associates, 541 A.2d 587, 589 (Del. Super. 1987).
8. Diebold Computer Leasing, Inc. v. Commercial Credit Corp., 267 A.2d 586 (Del. 1970); Strickler v. Sussex Life Care Associates 541 A 2d 587 589 (Del. Super. 1987).
9. 10 Del. C. § 1902. See also Wilmington Trust Co v Schneider 342 A.2d 240 (Del. 1975).
10. See, e.g., E.I. DuPont de Nemours & Co. v HEM Research, Inc., C.A. No. 10474, slip op. at 1114, Allen, C. (Del.Ch. Oct. 13, 1989).
11. Ch. Ct. R. 12(h)(3); Super. Ct. Civ. R. 12(h)(3); Comm. Pls. Ct. Civ. R. l2(h)(3); Fam. Ct. Civ. R. l2(h)(3).
12. Ch. Ct. R. 12(b)(2); Super. Ct. Civ. R. 12(bX2); Comm. Pls. Ct. Civ. R. 12(b)(2); Fam. ct. Civ. R. 12(b)(2).
13. Ch. Ct. R. 12(b)(4), (b)(5); Super. Ct. Civ. R. 12(b)(4), (b)(5); Comm. Pls. Ct. Civ. R. 12(b)(4), (b)(5); Fam. Ct. Civ. R. 12(b)(4), (b)(5).
14. Webb Packing Co. v. Harmon, 196 A. 158, 161 (Del. Super. 1937). See also In re Hawkins, 123 A.2d 113, 115 (Del. 1956).
15. See Odessa Loan Ass’n v. Dyer, 81 A. 469, 470 (Del. Super. 1911).
15.1. TravelCenters of America, LLC v. Brog, C.A. No. 3751-CC, slip op. at 3, Chandler, C. (Del. Ch. Nov. 21, 2008).
16. Hart Holding Co. v. Drexel Burnham Lambert, Inc., 593 A.2d 535, 539 (Del. Ch. 1991); Plummer & Co. Realtors v. Crisafi, 533 A.2d 1242, 1245 (Del. Super. 1987); Finkbiner v. Mullins, 532 A.2d 609, 612 (Del. Super. 1987); Mid-Atlantic Machine & Fabric, Inc. v. Chesapeake Shipbuilding, Inc., 492 A.2d 250, 253 (Del. Super. 1985); Harmon v. Eudaily, 407 A.2d 232, 233 (Del. Super. 1979), aff’d, 420 A.2d 1175 (Del. 1980).
17. A “long arm” statute provides for personal jurisdiction, via substituted service of process, over persons or entities which are non-residents of Delaware and which have engaged in some act that provides a sufficient nexus to warrant the assertion of personal jurisdiction over them in Delaware for claims brought relating to such actions. See, e.g., 10 Del. C. §§ 3104, 3112, 3114. See also 10 Del. C. §§ 365, 366.
18. AeroGlobal Capital Management LLC v. Cirrus Industries, Inc., 871 A.2d 428, 438 (Del. 2005); Hercules, Inc. v. Leu Trust & Banking, Ltd., 611 A.2d 476, 480-81 (Del. 1992), cert. dismissed, 507 U.S. 1025 (U.S. 1993); La Nuova D & B, S.p.A. v. Bowe Co., 513 A.2d 764, 768 (Del. 1986).
19. Ruggiero v. FuturaGene plc, 948 A.2d 1124, 1139 (Del. Ch. 2008); Hart Holding Co. v. Drexel Burnham Lambert, Inc., 593 A.2d 535, 538-39 (Del. Ch. 1991); Tell v. Roman Catholic Bishops of Diocese of Allentown, C.A Nos. 09C-05-171 & 09C-06-196 JAP, slip op. at 18, Parkins, J. (Del. Super. Apr. 26, 2010).
19.1. TravelCenters of America, LLC v. Brog, C.A. No. 3751-CC, slip op. at 3, Chandler, C. (Del. Ch. Nov. 21, 2008).
19.2. Gatz v. Ponsoldt, C.A. No. 174-N, Chandler, C. (Del. Ch. June 2, 2004).
20. Hart Holding Co. v. Drexel Burnham Lambert, Inc., 593 A.2d 535, 539 (Del. Ch. 1991).
21. Ch. Ct. R. 12(b)(3); Super. Ct. Civ. R. 12(b)(3); Comm. Pls. Ct. Civ. R. 12(b)(3); Fam. Ct. Civ. R. 12(b)(3).
22. Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304 (Del. Super. 1988).
23. Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37 (Del. 1991); McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co., 263 A.2d 281, 283 (Del. 1970); Parvin v. Kaufmann, 236 A.2d 425, 427 (Del. 1967); General Foods Corp. v. Cryo-Maid, Inc., 198 A.2d 681, 682-83 (Del. 1964) (overruled on other grounds by Pepsico, Inc. v. Pepsi-Cola Bottling Co., 261 A.2d 520 (Del. 1969)).
24. Lisa, S.A. v. Mayorga, 993 A.2d 1042, 1047 (Del. 2010); Taylor v. LSI Logic Corp., 689 A.2d 1196, 1199 (Del. 1997); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996); McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co., 263 A.2d 281, 283 n.2 (Del. 1970).
24.1. Lisa, S.A. v. Mayorga, 993 A.2d 1042, 1047 (Del. 2010). See also Berger v. Intelident Solutions, Inc., 906 A.2d 134, 137 (Del. 2006); Candlewood Timber Group, LLC v. Pan American Energy, LLC, 859 A.2d 989, 1000 (Del. 2004).
24.2. Harry David Zutz Ins. v. H.M.S. Assoc. Ltd., 360 A.2d 160, 165-66(Del. Super. 1976); Lluerma v. Owens Illinois, Inc., C.A. No. 04C-149-22 ASB, slip op. at 16-17, Johnston, J. (Del. Super. June 11, 2009); Pena v. Cooper Tire & Rubber Co., Inc., C.A. No. 07C-06-059 JRJ, slip op. at 3, Jurden, J. (Del. Super. Mar. 31, 2009).
25. Lisa, S.A. v. Mayorga, 993 A.2d 1042, 1047 (Del. 2010); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996); McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co., 263 A.2d 281, 283 (Del. 1970)
26. Lisa, S.A. v. Mayorga, 993 A.2d 1042, 1047 (Del. 2010); United Engines, Inc. v. Sperry Rand Corp., 269 A.2d 221, 223 (Del. 1970).
26.1. Warburg Pincus Ventures, L.P. v. Schrapper, 774 A.2d 264, 268 (Del. 2001); Ison v. E.I. du Pont de Nemours & Co., Inc., 729 A.2d 832, 835 (Del. 1999); Nash v. McDonald’s Corp., C.A. No. 96C-045-WTQ, Quillen, J. (Del. Super. Feb. 27, 1997).
27. Taylor v. LSI Logic Corp., 689 A.2d 1196, 1199 (Del. 1997); Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 36 (Del. 1991); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304 (Del. Super. 1988).
28. Kolber v. Holyoke Shares, inc., 213 A.2d 444, 447 (Del. 1965); Life Assurance Co. v. Associated Investors International Corp. 312 A2d 337 (Del. Ch. 1973).
28.1. IM2 Merchandising and Mfg., Inc. v. Tirex Corp., C.A. No. 18077, slip op. at 24, Strine, V.C. (Del. Ch. Nov. 20, 2000).
29. Taylor v. LSI Logic Corp., 689 A.2d 1196, 1198-99 (Del. 1997); Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37 (Del. 1991); Parvin v. Kaufmann, 236 A.2d 425, 428 (Del. 1967).
29.1. Candlewood Timber Group, LLC v. Pan American Energy, LLC, 859 A.2d 989, 999 (Del. 2004); Mar-Land Industries Contractors, Inc. v. Caribbean Petroleum Refining, Inc., 777 A.2d 774, 781 (Del. 2001).
29.2. Mar-Land Industries Contractors, Inc. v. Caribbean Petroleum Refining, Inc., 777 A.2d 774, 778 (Del. 2001); Ison v. E.I. du Pont de Nemours & Co., Inc., 729 A.2d 832, 835 (Del. 1999).
30. Taylor v. LSI Logic Corp., 689 A.2d 1196, 1198 (Del. 1997); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996); Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37-38 & n.2 (Del. 1991); Parvin v. Kaufmann, 236 A.2d 425, 427 (Del. 1967); Life Assur. Co. v. Associated Investors International Corp., 312 A.2d 337, 340 (Del. Ch. 1973); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304 (Del. Super. 1988).
31. Rapoport v. Litigation Trust of MDP, Inc., C.A. No. 1035-N, slip op. at 15, Parsons, V.C. (Del. Ch. Nov. 23, 2005); Jim Walter Corp. v. Allen, C.A. No. 10974, slip op. at 10-11, Allen C. (Del. Ch. Jan. 12, 1990); Hoover Industries, Inc. v. Chase, C.A. No. 9276, slip op. at 10, Allen C. (Del. Ch. July 13, 1988).
32. Stepak v. Tracinda Corp., C.A. No. 8457, slip op. at 18, Allen C. (Del. Ch. Aug. 18, 1989), app. refused mem., 567 A.2d 424 (Del. 1989). See also Ward v. Amendt, CA. No. 7831, slip op. at 5, Walsh, V.C. (Del. Ch. Aug. 1, 1985).
33. Berger v. Intelident Solutions, Inc., 906 A.2d 134, 137 (Del. 2006); Kolber v. Holyoke Shares, Inc., 213 A.2d 444, 445 (Del. 1965); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301 (Del. Super. 1988).
33.1. Aveta, Inc. v. Colon, 942 A.2d 563, 610-11 (Del. Ch. 2008).
34. See Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1305-06 (Del. Super. 1988); Jim Walter Corp. v. Allen, C.A. No. 10974, slip op. at 11, AlIen, C. (Del. Ch. Jan. 12, 1990).
35. Taylor v. LSI Logic Corp., 689 A.2d 1196, 1198 (Del. 1997); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996);Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37 & 38 & n.2 (Del. 1991); Parvin v. Kaufmann, 236 A.2d 425, 427 (Del. 1967); Life Assur. Co. v. Associated Investors International Corp., 312 A.2d 337, 340 (Del. Ch. 1973); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304 (Del. Super. 1988).
36. Kolber v. Holyoke Shares, Inc., 213 A.2d 444, 446 (Del. 1965).
37. See Kolber v. Holyoke Shares, Inc., 213 A.2d 444, 446 (Del. 1965); Aveta, Inc. v. Colon, 942 A.2d 603, 611 (Del. Ch. 2008).
37.1. Ison v. E.I. du Pont de Nemours & Co., Inc., 729 A.2d 832, 835 (Del. 1999).
38. Taylor v. LSI Logic Corp., 689 A.2d 1196, 1198 (Del. 1997); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996);Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37-38 & n.2 (Del. 1991); Parvin v. Kaufmann, 236 A.2d 425, 427 (Del. 1967); Life Assur. Co. v. Associated Investors International Corp., 312 A.2d 337, 340 (Del. Ch. 1973); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304 (Del. Super. 1988).
39. Kolber v. Holyoke Shares, Inc., 59 Del. 66, 213 A.2d 444, 446 (Del. 1965). See also Brandin v. Deason, 941 A.2d 1020, 1026 n.21 (Del. Ch. 2007) (court may take evidence via videoconference).
39.1. Kane v. Peugot Motors of America, Inc., C.A. No. 95C-10-259, slip op. at 5, Quillen, J. (Del. Super. Dec. 19, 1995).
39.2. Aveta, Inc. v. Colon, 942 A.2d 603, 612 (Del. Ch. 2008).
40. States Marine Lines v. Domingo, 269 A.2d 223, 226 (Del. 1970). See also Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1307-08 (Del. Super. 1988).
41. Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1306.07 (Del. Super. 1988).
42. Taylor v. LSI Logic Corp., 689 A.2d 1196, 1198 (Del. 1997); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996); Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37-38 & n.2 (Del. 1991); Parvin v. Kaufmann, 43 Del. Ch. 461, 236 A.2d 425, 427 (Del. 1967); Life Assur. Co. v. Associated Investors International Corp., 312 A.2d 337, 340 (Del. Ch. 1973); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304-05 (Del. Super. 1988).
43. See Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1308 (Del. Super. 1988).
44. Parvin v. Kaufmann, 236 A.2d 425, 427 (Del. 1967); Life Assur. Co. v. Associated Investors International Corp., 312 A.2d 337, 340 (Del. Ch. 1973); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1304-05 (Del. Super. 1988).
45. States Marine Lines v. Domingo, 269 A.2d 223, 226 (Del. 1970).
46. Ison v. E.I. du Pont de Nemours & Co., Inc., 729 A.2d 832, 835 (Del. 1999); Capital Properties, Inc. v. M.H. Fishman Co., Inc., C.A. No. 82C-OC-32, slip op. at 5, Bifferato, J. (Del. Super. July 21, 1983).
47. States Marine Lines v. Domingo, 269 A.2d 223, 225 (Del. 1970); McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co., 263 A.2d 281, 283 (Del. 1970).
48. McWane Cast Iron Pipe Corp. v. McDowell-Wellman Engineering Co., 263 A.2d 281, 283 (Del. 1970); Monsanto Co. v. Aetna Casualty & Surety Co., 559 A.2d 1301, 1314 (Del. Super. 1988).
48.1. Draper v. Paul N. Gardner Defined Plan Trust, 625 A.2d 859, 869 n.15 (Del. 1993); Texas Instruments, Inc. v. Cyrix Corp., C.A. No. 13288, slip op. at 6, Jacobs, V.C. (Del. Ch. Mar. 22, 1994); In re: Chambers Development Co. Inc. Shareholders Litig., C.A. No. 12508, slip op. at 14, Chandler, V.C. (Del. Ch. May 20, 1993).
48.2. In the Matter of the Application of Advanced Driver Educational Products and Training, Inc., C.A. No. 14905, slip op. at 5, Chandler, V.C. (Del. Ch. Aug. 16, 1996); Joyce v. Cucca, C.A. No. 14953, slip op. at 6-9, Jacobs, V.C. (Del. Ch. July 24, 1996, revised Aug. 8, 1996).
48.3. Stepak v. Tracinda Corp., C.A. No. 8457, slip op. at 17-18, Allen, C. (Del. Ch. Aug. 18, 1989), app. refused mem., 567 A.2d 424 (Del. 1989).
48.4. Kingsland Holdings, Inc. v. Bracco, C.A. No. 14817, slip op. at 11, Chandler, V.C. (Del. Ch. July 22, 1996).
49. Taylor v. LSI Logic Corp., 689 A.2d 1196, 119 (Del. 1997); Acierno v. New Castle County, 679 A.2d 455, 458 (Del. 1996); Williams Gas Supply Co. v. Apache Corp., 594 A.2d 34, 37-38 & n.2 (Del. 1991); Parvin v. Kaufmann, 236 A.2d 425, 427 (Del. 1967).
49.1. Friedman v. Alcatel Alsthom, 752 A.2d 544, 554 (Del. Ch. 1999); Azurix Corp. v. Synagro Technologies, Inc., C.A. No. 17509, slip op. at 17, Steele, V.C. (Del. Ch. Feb. 3, 2000), app. refused mem., 748 A.2d 406 (Del. 2000).
50. See FWM Corp. v. VKK Corp., C.A. No. 12485, slip op. at 4, Chandler, V. C. (Del. Ch. Apr. 27, 1992).
51. See Marciano v. Nákash, C.A. No. 7910, slip op. at 6-7, Berger, V.C. (Del. Ch. June 19, 1985).
52. See Moore Golf, Inc. v. Ewing, 269 A.2d 51, 52 (Del. 1970); Bender v. Memory Metals, Inc., 514 A.2d 1109, 1114 (Del. Ch. 1986); Life Assur. Co. v. Associated Investors International Corp., 312 A.2d 337, 341 (Del. Ch. 1973); Toronto-Dominion Bank v. Osceola Shoe Co., C.A. No. 9453, slip op. at 8, Hartnett, V.C. (Del. Ch. June 14, 1988, revised June 28, 1988); Kirkland v. Int’l Community Corp., C.A. No. 7577, slip op. at 5-6, Berger, V.C. (Del. Ch. May 25, 1984).
53. Zimmerman v. Home Shopping Network, Inc., C.A. Nos. 10911 & 10919, slip op. at 17-19, Jacobs, V.C. (Del. Ch. Sept. 1, 1989).
53.1. Carvel v. Andreas Holding Corp., 698 A.2d 375, 378 (Del. Ch. 1995); Choice Hotels Intern., Inc. v. Columbus Hunt-Park Dr. BNK Investors, L.L.C., C.A. No. 4353-NC, slip op. at 13-15, Parsons, V.C. (Del. Ch. Oct.15, 2009)..
53.2. Aveta, Inc. v. Colon, 942 A.2d 604, 611 (Del. Ch. 2008); In re Asbestos Litigation, 929 A.2d 373, 384 (Del. Super. 2006); IM2 Merchandising and Mfg., Inc. v. Tirex Corp., C.A. No. 18077, slip op. at 24, Strine, V.C. (Del. Ch. Nov. 20, 2000). But see Azurix Corp. v. Synagro Technologies, Inc., C.A. No. 17509, slip op. at 18, Steele, J. (Del. Ch. Feb. 3, 2000), app. refused mem., 748 A.2d 406 (Del. 2000) (“absent extraordinary circumstances any company incorporating in Delaware does so with the expectation that it might be forced to muster the resources necessary to defend litigation in Delaware”).
54. Ch. Ct. R. 12(b)(6); Super. Ct. Civ. R. 12(b)(6); Comm. Pls. Ct. Civ. R. 12(b)(6); Fam. Ct. Civ. R. l2(b)(6).
55. Clinton v. Enterprise Rent-A-Car Co., 977 A.2d 892, 895 (Del. 2009); Gantler v. Stephens, 965 A.2d 695, 703 (Del. 2009); Feldman v. Cutaia, 951 A.2d 727, 731 (Del. 2008); North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, 930 A.2d 92, 97 (Del. 2007); Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001); Grobow v. Perot, 539 A.2d 180, 187 n.6 (Del. 1988); Harman v. Masoneilan International, Inc., 442 A.2d 487 (Del. 1982); Kofron v. Amoco Chemicals Corp., 441 A.2d 226, 227 (Del. 1982); Spence v. Funk, 396 A.2d 967,968 (Del. 1978); Fish Engineering Corp. v. Hutchinson, 162 A.2d 722, 723 (Del. 1960).
56. Malpiede v. Townson, 780 A.2d 1075, 1082-83 (Del. 2001); Ramunno v. Cawley, 705 A.2d 1029, 1034 In re Tri-Star Pictures, 634 A.2d 319, 326 (Del. 1993); Harman v. Masoneilan International, Inc., 442 A.2d 487, 502 (Del. 1982); Kofron v. Amoco Chemicals Corp., 441 A.2d 226, 227 (Del. 1982); Spence v. Funk, 396 A.2d 967, 963 (Dcl. 1978); Diamond State Tel. Co. v. University of Delaware, 269 A.2d 52, 58 (Del. 1970); Klein v. Sunbeam Corp., 94 A.2d 385, 391 (Del. 1952).
57. Doe v. Cahill, 884 A.2d 451, 458 (Del. 2005); Diamond State Tel. Co. v. University of Delaware, 269 A.2d 52, 58 (Del. 1970); Mayer v. Adams, 174 A.2d 313, 317 (Del. 1961).
58. See Ch. Ct. R. 15; Super. Ct. Civ. R. 15; Comm. Pls. Ct. Civ. R. 15; Fam. Ct. Civ. R. 15.
59. Ch. Ct. R. l2(b)(6); Super. Ct. Civ. R. l2(b)(6); Comm. Pls. Ct. Civ. R. 12(b)(6); Fam. Ct. Civ. R. 12(b)(6); Wal-Mart Stores, Inc. v. AIG Life Insurance Co., 860 A.2d 312, 320 (Del. 2004); Krasner v. Moffett, 826 A.2d 277, 285 (Del. 2003); In re Santa Fe Pac. Corp. Shareholders Litig., 669 A.2d 59, 69 (Del. 1995); Mann v. Oppenheimer & Co., 517 A.2d 1056, 1059 (Del. 1986). See also In re Tri-Star Pictures, 634 A.2d 319, 326 (Del. 1993) (motion to dismiss for failure to state a claim will not be converted into motion for summary judgment where court does not rely on extrinsic materials); Good v. Getty Oil Co., 514 A.2d 1104, 1109 (Del. Ch. 1986) (court may choose to exclude from consideration all factual matters outside the complaint).
60. In re General Motors (Hughes) Shareholder Litigation, 897 A.2d 162, 169 (Del. 2006); In re Wheelabrator Technologies, Inc. Shareholder Litigation, Cons., C.A. No. 11495, Jacobs, V.C. (Del. Ch. Sept. 1, 1992). Cf. Erect-Rite Constr. Co. v. De Chetlis, 193 A.2d 545, 549 (Del. Super. 1963) (court can consider answers to interrogatories that are part of the record). For a discussion of judicial notice, see ch. 11.
61. McAllister v. Kallop, C.A. No. 12856, slip op. at 1, Chandler, V.C. (Del. Ch. Mar. 19, 1993); Wiener v. Southern Co., C.A. No. 10525, slip op. at 11, Jacobs, V.C. (Del. Ch. Jan. 24, 1992); Weiland v. Central & South West Corp., C.A. No. 9769, slip op. at 5 n.4, Berger, V.C. (Del. Ch. May 9, 1989); Lewis v. Straetz, Cons. C.A. No. 7859, slip op. at 7-10, Hartnett, V.C. (Del. Ch. Feb. 12, 1986).
62. Lagrone v. American Mortel Corp., C.A. Nos. 04C-10-116-ASB & 07C-12-019-JRS, slip op. at 10, Slights, J. (Del Super. Sept. 4, 2008); Ash/Ramunno Assocs., Inc. v. Branner, C.A. No. 12389, slip op. at 5, Hartnett, V.C. (Del. Ch. May 21, 1993); Wiener v. Southern Co., C.A. No. 10525, slip op. at 10-11, Jacobs, V.C. (Del. Ch. Jan. 24, 1992). But see Int’l Business Machine Corp. v. Comdisco, Inc., C.A. No. 91-C-07-189, slip op. at 10 n.5, Goldstein, J. (Del. Super. Dec. 4, 1991) (refusing to consider document referred in but not attached to complaint when offered by defendant-on motion to dismiss).
62.1. In re Santa Fe Pac. Corp. Shareholders Litigation, 669 A.2d 59, 69-70 (Del. 1995).
63. Ch. Ct. R. 12(b)(7); Super. Ct. Civ. R. 12(b)(7); Comm. Pls. Ct. Civ. R. 12(b)(7); Fam. Ct. Civ. R. 12(b)(7).
64. Industrial America, Inc. v. Minnesota Mining & Mfg. Co., 306 A.2d 751, 753 (Del. Super. 1973); Shields v. Barrow, 58 U.S. 130 (1855).
65. Ch. Ct. R. 19(a); Super. Ct. Civ. R. 19(a); Comm. Pls. Ct. Civ. R. 19(a); Fam. Ct. Civ. R. 19(a).
66. Ch. Ct. R. 19(b); Super. Ct. Civ. R. 19(b); Comm. Pls. Ct. Civ. R. 19(b); Fam. Ct. Civ. R. 19(b).
66.1. Roberts v. Delmarva Power & Light Co., C.A. No. 05C-09-015 RBY, slip op. at 8, Young, J. (Del. Super. Aug. 6, 2007); Fedirko v. G&G Const., Inc., C.A. No. 07C-01-045 WLW, slip op. at 7, Witham, J. (Del. Super. May 22, 2007).
67. See Lester Bldg. Associates, Inc. v. Davidson, 514 A.2d 1100, 1102 (Del. Ch. 1986); State use of Building Comm v. Wood, 173 A.2d 327, 331 (Del. Super. 1961).
68. Ch. Ct. R. 19(a); Super. Ct. Civ. R. 19(a); Comm. Pls. Ct. 19(a); Fam. Ct. Civ. R. 19(a); Rollins International, Inc. v. International Hydronics Corp., 295 A.2d 592, 595 (Del. Ch. 1972), aff’d, 303 A.2d 660 (Del. 1973).
69. Hughes Tool Co. v. Fawcett Publications, Inc., 350 A.2d 341, 345 (Del. 1975).
70. Ch. Ct. R. 19(a); Super. Ct. Civ. R. 19(a); Comm. Pls. Ct. Civ. R. 19(a); Fam. Ct. Civ. R. 19(a).
71. Ch. Ct. R. 19(b); Super. Ct. Civ. R. 19(b); Comm. Pls. Ct. Civ. R. 19(b); Fam. Ct. Civ. R. 19(b).
71.1. Miles v. Cookson America, Inc., C.A. No. 12310, slip op. at 12-13, Hartnett, V.C. (Del. Ch. Mar. 3, 1994).
72. Council of Civic Organizations of Brandywine Hundred, Inc. v. New Castle County, No. 336, 1992, slip op. at 3, Moore, 3. (Del. June 4; 1993) (ORDER), disposition reported at 628 A.2d 82 (Del. 1993) (TABLE).
73. National Education Corp. v. Bell & Howell Co., C.A. No. 7278, slip op. at 5, Brown, C. (Del. Ch. Dec. 13, 1983).
74. E.I. duPont de Nemours & Co., Inc. v. Shell Oil Co., C.A. No. 6696, slip op. at 12, Longobardi, V.C. (Del. Ch. Dec. 13, 1983).
75. Council of Civic Organizations of Brandywine Hundred, Inc. v New Castle County, C.A. No. 336, slip op. at 6, Moore, J. (Del. June 4, 1993) (ORDER), disposition reported at 628 A.2d 82 (Del. 1993) (TABLE).
75.1. Miles v. Cookson America, Inc., C.A. No. 12310, slip op. at 16, Hartnett, V.C. (Del. Ch. Mar. 3, 1994).
76. Ch. Ct. R. 23.1.
77. 6 Del. C. §§ 17-1001, 17-1003. See also Litman v. Prudential-Bathe Properties, Inc. 611 A.2d 12, 17 (Del. Ch. 1992).
77.1. 6 Del. C. §§ 18-1001, 18-1003.
78. Wood v. Baum, 953 A.2d 136, 140 (Del. 2008); Rales v. Blasband, 634 A.2d 927, 932 n.6 (Del. 1993); Heineman v. Datapoint Corp., 611 A.2d 950, 952 (Del. 1992); Levine v. Smith, 591 A.2d 194, 205 (Del. 1991); Spiegel v. Buntrock, 571 A.2d 767, 774 (Del. 1990); Kaplan v. Peat, Marwick, Mitchell & Co., 540 A.2d 726, 731 (Del. 1988); Grobow v. Perot, 539 A.2d 180, 187-89 (Del. 1988); Pogostin v. Rice, 480 A.2d 619, 624 (Del. 1984); Aronson v. Lewis, 473 A.2d 805, 814 (Del. 1984).
78.1. Wood v. Baum, 953 A.2d 136, 140 (Del. 2008); Rales v. Blasband, 634 A.2d 927, 934 (Del. 1993).
79. Spiegel v. Buntrock, 571 A.2d 767, 775-78 (Del. 1990).
80. Aronson v. Lewis, 473 A.2d 805, 812-14 (Del. 1984). See also Levine v. Smith, 591 A.2d 194, 208-10 (Del. 1991).
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