Eagle Force Holdings, LLC, et al. v. Campbell

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After months of negotiations, the parties in this case signed versions of two transaction agreements: a limited liability company agreement, and a contribution and assignment agreement. However, a serious question existed as to whether the parties intended to be bound by these signed documents. And whether there exists a valid, binding contract implicated the other main issue raised on appeal—namely, whether the Delaware Supreme Court could exercise jurisdiction over the defendant. If at least one of these transaction documents was a valid, independently enforceable contract, then the Supreme Court had jurisdiction via a forum selection clause favoring Delaware. If neither document was independently enforceable, and if earlier agreements did not provide another means of exercising jurisdiction over the defendant, then Delaware courts lacked personal jurisdiction over the defendant, and the plaintiffs’ claims for breach of contract, unjust enrichment, and other causes of action against the defendant were properly dismissed. The Court of Chancery determined that neither transaction document was enforceable, and dismissed the case for lack of personal jurisdiction, even after finding one of the parties in contempt of its status quo order. In this case, the Supreme Court found evidence within the four corners of the documents and other powerful, contemporaneous evidence, including the execution of the agreements, that suggested the parties intended to be bound. "But we acknowledge that there is also evidence that cuts the other way. Given that this is a question of fact, we remand to the Court of Chancery to make such a finding." If either document is enforceable, then the forum selection provisions were also enforceable. The Court of Chancery erred in finding that its jurisdiction to enforce the previously issued contempt order depended on the enforceability of the transaction documents. It had jurisdiction to enforce its order regardless of the transaction documents’ enforceability. View "Eagle Force Holdings, LLC, et al. v. Campbell" on Justia Law