Lehman Brothers Holdings, Inc. v. Spanish Broadcasting System, Inc., Cons., C.A. No. 8321-VCG (Del. Ch. Feb. 25, 2014) [an enhanced version of this opinion is available to lexis.com subscribers]
Why litigators should care about this decision: The Court of Chancery in this opinion candidly acknowledged that the case law in Delaware on the doctrine of acquiescence suffers from a lack of clarity and has been “inconsistently applied”. Slip op. at 22. This decision provides a public service by stating the elements and contours of the doctrine in a more coherent and fulsome manner. (This doctrine was recently addressed in passing as part of another recent Chancery decision that addressed many other substantive issues and which was highlighted on these pages.) This opinion also compares and contrasts this doctrine with the separate doctrine of laches.
(1) the plaintiff remained silent (2) with knowledge of her rights (3) and with knowledge or expectation that the defendant would likely rely on her silence (4) the defendant knew of the plaintiff’s silence, and (5) the defendant in fact relied to her detriment on the plaintiff’s silence. (citations omitted). [compare recent decision linked above where no reliance was required.]
Read more Delaware business litigation case summaries and commentary on Delaware Corporate and Commercial Litigation Blog, a blog hosted by Francis G.X. Pileggi, of Eckert Seamans.
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