Court of Chancery of Delaware

In a derivative and direct suit brought by a minority preferred stockholder against individual directors for breach of fiduciary duty and against the company for breach of contract and breach of an implied covenant of good faith and fair dealing, defendants' motion to dismiss for failure to state a claim upon which relief may be granted is denied in part where the allegations were sufficient to sustain a direct claim against the company for breach of contract and breach of the implied covenant of good faith and fair dealing, but granted in part as to secondary claims since plaintiffs can achieve a full recovery if they are successful on their contract-based claims.

Appellate Information

• Decided 08/22/2006
• Published 09/01/2006

Judges

Court

• Court of Chancery of Delaware

Counsel

• For Appellant:
  
• Allen M. Terrell, Jr., Esquire, John D. Hendershot, Esquire, Grainne O. Murphy, Esquire, Richards, Layton & Finger, Wilmington, Delaware;  L. Clifford Craig, Esquire, Russell S. Sayer, Esquire, Taft, Stettinius & Hollister LLP, Cincinnati, Ohio, Attorneys for the Plaintiffs.


• For Appellees:
  
• John L. Reed, Esquire, Paul D. Brown, Esquire, Joseph B. Cicero, Esquire, Edwards Angell Palmer & Dodge LLP, Wilmington, Delaware, Attorneys for Defendants Jerry L. Tubergen, Randall S. Damstra, Mary L. Campbell, and William G. Petty, Jr., J. Travis Laster, Esquire, Matthew F. Davis, Esquire, Abrams & Laster LLP, Wilmington, Delaware, Attorneys for Defendant HCS Infusion Services, Inc.