Chancellor McCormick Makes Movie References and Makes Up Words as Chancery Court Cheapens Itself Yet Again
The once great Delaware Chancery Court continues down the path of cheapening its reputation as Chancellor Kathaleen McCormick makes glib movie references and makes up words in the TransPerfect and Twitter cases. Both cases that should have emboldened our court, instead they underlined the failings of it.
The cronyism, hypocrisy and playing by their own court rules have now been exposed across our country. See the Law360 story below that an attorney pal of mine sent over to me and we had a laugh about this idiocy. It’s truly sad how our once proud Equity Court, in America’s First State, has cheapened itself.
See the story below and send me your feedback, folks. It’s always welcome and appreciated.
JUDSON Bennett–Coastal Network
By Leslie A. Pappas
Law360 (December 22, 2022, 3:36 PM EST) — In the language of law, precision matters. Chancery Court watchers know the fate of complex courtroom battles may pivot on a single word. So when judicial officers at the world’s most preeminent court of equity have something to say, we pay attention.
Former Vice Chancellor Joseph R. Slights III
Vice Chancellor Joseph R. Slights III, who retired in May and joined Wilson Sonsini Goodrich & Rosati PC in June, was known for his creativity and well-crafted opinions.
A case involving a disgruntled buyer of a Florida trash and portable toilet business who overlooked the seller’s obvious disorganization sparked this memorable opinion introduction:
“Yogi Berra said, ‘You can observe a lot just by watching,'” he wrote. “The buyer in this post-closing fraud and breach of contract case apparently was not of this mindset as it approached the transaction at the heart of this dispute.”
The former vice chancellor took writing seriously. In a conversation with Law360 after joining Wilson Sonsini, he advised:
“Effective lawyers write briefs that are declarative, avoid unnecessary adverbs and provide respectful critiques of the opponent’s positions while supporting their own. If the judge has to ask herself or himself whether an argument has crossed the line, it probably has.”
Vice Chancellor Nathan A. Cook
Filling the seat Slights left on the bench was former Block & Leviton LLP partner Nathan A. Cook, who soon found himself in the thick of controversy over two Delaware voting statutes.
The newest Chancery Court vice chancellor overturned one statute but left the other intact, declaring that:
“In analyzing the Constitution … my duty is not to seek out ways to invalidate statutes.”
Vice Chancellor Paul A. Fioravanti Jr.
Vice Chancellor Paul A. Fioravanti Jr. stood up for stockholders after one company’s attorneys relentlessly grilled a 92-year-old stockholder who was seeking books and records.
“Section 220 does not require a stockholder to have the sophistication of a corporate lawyer, investment banker, or law professor,” the vice chancellor wrote. “The statute does not require a stockholder-plaintiff to pass a memory test administered by a savvy litigator, and it is not an invitation to harass.”
Vice Chancellor Sam Glasscock III
Vice Chancellor Sam Glasscock III set the bar for metaphors in one contract case that he dismissed and sent to the Superior Court for lack of jurisdiction.
“This would not be the tail wagging the dog,” Vice Chancellor Glasscock wrote, “it would be an unanticipated second dog biting that tail — the possibility of such a speculative cause of action does not, to my mind, open the kennel of equity.”
Vice Chancellor J. Travis Laster
Vice Chancellor J. Travis Laster got historical in a decision about a company director who allegedly bought more than 1 million shares while covering up for months that a big buyer was attempting to buy the company.
“He looks like a self-dealing agent engaged in what Tammany Hall philosopher George Washington Plunkitt called ‘honest graft,'” the vice chancellor said.
Chancellor Kathaleen St. J. McCormick
Chancellor Kathaleen St. J. McCormick referenced movies and made up new words when her cases grew beyond dictionary definitions.
In response to a new development in the TransPerfect saga, she wrote:
“In a twist of Shyamalan-ian proportions, the company has moved to dismiss its own complaint for lack of subject matter jurisdiction.”
And when a stockholder tried to pile on to existing Twitter litigation with Elon Musk, the chancellor declared:
“Plaintiff essentially asks this court to ignore the Titanomachy of the Twitterverse proceeding in parallel and declare that defendants controlled Twitter before and at the time of termination. At the thirty-thousand-foot level, that is simply not a reasonable ask.”
Vice Chancellor Morgan T. Zurn
Vice Chancellor Morgan T. Zurn had a flair for the dramatic, especially during bench rulings.
At a hearing over board disputes at GenapSys Inc., she told parties: “It would appear that I’m being dragged into the granular level of the operation of a company.”
In another hearing, rejecting a proposed settlement, she proclaimed, “The ‘get’ is so ethereal in value as to be potentially weightless.”
Vice Chancellor Lori W. Will
Vice Chancellor Lori W. Will was more understated but no less powerful. In one bench ruling about quorum requirements, she got to the point:
“The fact that an action is legally authorized does not mean that it is equitable,” she said.
Not a bad thought to carry into the New Year.
Stay tuned for more quotes and wisdom in 2023.
–Editing by Alyssa Miller.