Corporate Counsel Weekly™ helps corporate lawyers get the big picture on the legal challenges facing corporations today. Practitioners can discover trends on the horizon and stay alert to the full...
By Michael Greene
April 20 — Delaware's first-filed rule does not apply if the parties agree that the state's courts have jurisdiction over the dispute pursuant to a non-exclusive forum selection clause, according to an April 15 Delaware Chancery Court ruling.
Vice Chancellor Donald F. Parsons Jr. concluded that Utilipath LLC's lawsuit regarding a dispute over the correct purchase price under a redemption agreement should not be dismissed or stayed in favor of a prior-pending action in the Eastern District of Pennsylvania.
In his decision, Parsons refused to dismiss the plaintiff's lawsuit under the McWane doctrine—which allows the court to dismiss or stay lawsuits in favor of a pending action elsewhere—even though the parties agreed that jurisdiction and venue is proper in other courts.
Instead, he found that he was precluded from dismissing the lawsuit on McWane grounds because the parties clearly and unambiguously agreed that jurisdiction and venue would properly lie in the chancery court pursuant to a non-exclusive forum selection clause in the redemption agreement.
The ruling marks the second time in a week that the Delaware courts have been asked to apply the McWane doctrine.
In a novel ruling April 14, the Delaware Supreme Court dismissed a lawsuit on the grounds that an arbitration proceeding had been filed first. The decision appears to be the first time the state's high court has determined an arbitration proceeding can constitute a “prior action” under the McWane doctrine.
To contact the reporter on this story: Michael Greene in Washington at email@example.com
To contact the editor responsible for this story: Kristyn Hyland at firstname.lastname@example.org
The opinion is available at http://www.bloomberglaw.com/public/document/Utilipath_v_Baxter_McLindon_ Hayes_No_9922VCP_2015_BL_ 106326_Del_C.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)