Litigation

Chancery Addresses Requirements for Contract "Under Seal" to Enjoy Longer Statute of Limitations

By Francis G. X. Pileggi, Esq.

Whittington v. Dragon Group LLC, 2008 WL 2316305 (Del. Ch., June 6, 2008), read opinion here. This opinion addresses issues against the backdrop of sibling warfare (in the form of business litigation). The key issues addressed by the court were:

1) describing the requirements in Delaware for a contract (other than a mortgage or promissory note), to be considered "under seal" such that the longer 20-year statute of limitations would apply as compared to the conventional 3-year statute;

2) laches as a defense and juxtaposed with the applicable statute of limitations and when the cause of action accrued;

3) Also notable was the reference in the opinion to prior decisions in this case in which the court found enforceable a settlement agreement that contemplated other ancillary "agreements within the agreement". That is, the settlement terms included reference to other agreements that the parties were to negotiate and were to finalize separately from the central agreement. The court, in prior rulings cited in this opinion, held that the primary agreement was still enforceble even if the parties were not able to finalize the ancillary agreements that were subsequently to be entered into after the central agreement was signed.

Full post as published by Delaware Corporate and Commercial Litigation Blog on June 10, 2008 (boomark / email).