Page 17 - Delaware Lawyer - Summer 2023

Historically, the Delaware Superi- or Court has had general jurisdiction over legal issues, except as car ved out by statute. It was generally un- derstood and accepted that the Su- perior Court’s jurisdiction included breach of contract disputes in which the claimant was seeking exclusively money damages. In 2016, the Dela- ware General Assembly amended 8 Del. C. § 111 (“Section 111”) to grant concurrent jurisdiction in cer- tain breach of contract actions to the Court of Chancery. The concurrent jurisdiction granted by Section 111
should have distributed the burden of Section 111 type disputes across both the Court of Chancery and Su- perior Court. Over time, however, litigants over whelmingly shifted to filing breach of contract claims ex- clusively for damages in the Court of Chancery to benefit from the Court’s business expertise and trial structure. Once established though, the CCLD “developed a reputation for resolv- ing complex breach of contract ac- tions seeking damages in a timely and skillful manner, such that the Chief Justice has often designated CCLD
judges to preside over cases filed in the Court of Chancery.”1 The CCLD is now a bona fide alternative forum for complex commercial disputes.
Over the last centur y, the ex- pertise of the Delaware courts has transformed Delaware into the most desirable jurisdiction for businesses, from inception through, if necessary, dispute resolution. Decisions flowing from these courts have a national, if not global, impact on the busi- ness world. Excellence, however, is achieved through standards. In the purview of the Delaware Bar and Delaware courts, this jurisdiction’s legal excellence cannot — and should not — be divorced from “The Dela- ware Way.”
Why ‘The Delaware Way’ Matters
But why should the customs of the Delaware Bar have any bearing on out- side counsel or clients? Because any person stepping foot under Delaware’s legal “roof” is expected to respect and adhere to “The Delaware Way.” Why is this not an unreasonable expecta- tion? Because of the role of Delaware counsel.
For decades, Delaware courts have signaled to clients and counsel across the world the importance and expec- tation of Delaware counsel’s involve- ment in Delaware legal proceedings. The most pointed explanation of the Courts’ expectations is set forth in the Delaware Supreme Court’s Addendum to the seminal fiduciary duty opinion in Paramount Communications v. QVC Network, Inc.2 Most corporate lawyers are familiar with the Paramount opin- ion as a hallmark decision in Delaware corporate law. The Addendum to the Paramount opinion, however, in- cludes a scathing admonition of outside counsel’s misconduct and sets forth the Court’s expectations for Delaware counsel during deposition proceedings.
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