The ink wasn’t even dry on my article from last week, and the Delaware Supreme Court backed the ruling of Andre Bouchard’s Chancery Court. Feels like the same old story here. I’d like to think that Delaware Supreme Court Justice Seitz is going to make some changes, but I’m not holding my breath.
In what I see as a rubber-stamp, one-paragraph ruling, the Delaware Supreme Court backed yet another bizarre Chancellor Bouchard decision that breaks from precedent that is decades old — and companies can now do things to break a contract, then retroactively re-write history to make it OK. It’s baffling, as you’ll read in the WDEL News Radio article below.
I don’t like what I’m seeing folks. It starts with Bouchard, and then it appears that his buddies upstairs at the Delaware Supreme Court automatically have his back. I’m hopeful that new Chief Justice Seitz realizes he can’t let the “Good Old Boys Club” run things — and takes an independent stand based on decided law. Unfortunately, I’m less hopeful with each passing day. We just had Leo Strine mysteriously resign from our Supreme Court, but Seitz is not Strine. He’s not Andre Bouchard’s ex-intern who I believe was beholden to him. Therefore, I’m sure everyone joins me in expecting more out of the Delaware Supreme Court. Let’s hope this isn’t indicative of things to come.
Let me know what you think! And stay tuned for more coverage here, folks!
JUDSON Bennett-Coastal Network
Citizens for a Pro Business Delaware Denounces Delaware Judicial Overreach and Calls for reforms to Hold Judges Accountable
Published Nov 25, 2019 at 10:26 am | Updated Nov 26, 2019 at 1:03 am | By Citizens for a Pro-Business Delaware
DOVER, Del., Nov. 25, 2019 /PRNewswire/ — Last week, the Delaware Supreme Court broke from decades of precedent and permitted a company to completely rewrite a clear, unambiguous contract simply because the company didn’t like the outcome.
Said Citizens for a Pro-Business Delaware Campaign Manager Chris Coffey, “Sadly, this decision is just the latest in a string of baffling court decisions that have dealt decisive blows to Delaware’sjudicial credibility.”
Historically, Delaware has burnished a reputation as the most “contractarian” state in the country. Parties to Delaware contracts and investors in Delaware corporations could rely on the State’s courts to enforce clear contracts respecting shareholder and stakeholder rights regardless of whether a particular party to the contract, or the Court, benefited from the outcome.
But with one paragraph in the Delaware Supreme Court’s Almond v Glenhill ruling, a straightforward breach of contract case yielded a remarkable outcome: a controlling stockholder issued itself millions more shares than its admittedly unmistaken contract entitled it to, but the Court ignored the contract’s plain terms and rewrote them instead.
Said CPBD Campaign Manager, Chris Coffey, “This decision is an affront to all standards of judicial accountability and a symptom of the corrosion of the American justice system. If we cannot rely on the Delaware courts to enforce the fundamental right to contract, then what can we rely on them for? Unfortunately, this decision is consistent with a ruling class of judges who are all part of an old boys’ club designed not to serve justice but to serve the personal interests of Delaware judges.
I am ashamed for the Delaware judiciary, and call on all Delawareans to join our relentless crusade for transparency, accountability, and diversity in the Delaware court system. Without reform, self-serving Delaware judges will continue to rule according to whim and self-interest rather than according to fact and fairness. Now is the time for all Delawareans to stand up and hold their courts to task for their many, many failings.”
Citizens for a Pro-Business Delaware is a group made up of more than 5,000 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others.
They formed in April of 2016 to focus on raising awareness with Delaware residents, elected officials, and other stakeholders about the issue. While their primary goal of saving the company has been accomplished, they continue their efforts to fight for more transparency in the Delaware Chancery Court. For more information on Citizens for a Pro-Business Delaware or to join the cause, visit DelawareForBusiness.org.