COURT OF CHANCERY
OF THE
STATE OF DELAWARE
JOHN W. NOBLE 417 SOUTH STATE STREET
VICE CHANCELLOR DOVER, DELAWARE 19901
TELEPHONE: (302) 739-4397
FACSIMILE: (302) 739-6179
August 25, 2014
Kevin W. Gibson, Esquire Barry M. Willoughby, Esquire
Gibson & Perkins P.C. Young Conaway Stargatt
1326 King Street & Taylor, LLP
Wilmington, DE 19801 100 North King Street
Wilmington, DE 19801
John D. Balaguer, Esquire William J. Cattie, III, Esquire
White and Williams LLP Rawle & Henderson LLP
824 N. Market Street, Suite 902 300 Delaware Avenue, Suite 1015
Wilmington, DE 19801 Wilmington, DE 19801
Bradley P. Lehman, Esquire
Zarwin Baum DeVito Kaplan Schaer Toddy P.C.
1000 North West Street, Suite 1200
Wilmington, DE 19801
Re: CCC Atlantic, LLC v. Grey
C.A. No. 8739-VCN
Dear Counsel:
In a July 3, 2014 letter accompanying the letter opinion dismissing
Plaintiff’s fiduciary duty claims, the Court inquired as to whether it should
retain jurisdiction of the remaining claims that could be handled at law.
CCC Atlantic, LLC v. Grey
C.A. No. 8739-VCN
August 25, 2014
Page 2
Plaintiffs moved for reargument; when that motion was denied, the Court
again requested Plaintiffs’ views on retention of jurisdiction. No response to
that inquiry has been received. Intervenor The Bancorp Bank wrote on
July 25, 2014, urging the Court to retain jurisdiction under the cleanup
doctrine.1
Reliance on the cleanup doctrine is a matter for the Court’s
discretion.2 In this instance, with the dismissal of the equitable claims, there
is no good reason to retain jurisdiction. The other issues in this litigation,
generally in the nature of malpractice, are properly resolved in the Superior
Court. This action is in its early stages, and no prejudice would result from
the action’s transfer to a law court. Accordingly, the Court declines to retain
jurisdiction under the cleanup doctrine or any other grounds.
1
Letter of Bradley P. Lehman, Esq., dated July 25, 2014. One reason offered for
the Court’s retaining jurisdiction was that Bancorp planned to file a related action
in this Court, and, thus, judicial economy might be served by keeping this case
here. I am not aware of the filing of any such action.
2
Donald J. Wolfe, Jr. and Michael A. Pittenger, Corporate and Commercial
Practice in the Del. Ct. of Chancery § 2.04 (2013).
CCC Atlantic, LLC v. Grey
C.A. No. 8739-VCN
August 25, 2014
Page 3
Therefore, this action is dismissed for lack of subject matter
jurisdiction. Plaintiffs, if they so choose, may seek to transfer this action to
the Superior Court within sixty days in accordance with 10 Del. C. § 1902.
IT IS SO ORDERED.
Very truly yours,
/s/ John W. Noble
JWN/cap
cc: Register in Chancery-K