Ryan v. Armstrong

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      IN THE SUPREME COURT OF THE STATE OF DELAWARE

WALTER E. RYAN, JR.,          §
                              §
     Plaintiff Below,         §        No. 230, 2017
     Appellant,               §
                              §        Court Below: Court of Chancery
     v.                       §        of the State of Delaware
                              §
ALAN S. ARMSTRONG, JOSEPH R. §         C.A. No. 12717-VCG
CLEVELAND, KATHLEEN B.        §
COOPER, JOHN A. HAGG, JUANITA §
H. HINSHAW, RALPH IZZO, FRANK §
T. MACINNIS, ERIC W.          §
MANDELBLATT, KEITH A.         §
MEISTER, STEVEN W. NANCE,     §
MURRAY D. SMITH, JANICE D.    §
STONEY, and LAURA A. SUGG,    §
                              §
     Defendants Below,        §
     Appellees.               §
                              §
     and                      §
                              §
THE WILLIAMS COMPANIES, INC., §
                              §
     Nominal Defendant Below, §
     Appellee.                §

                       Submitted: December 6, 2017
                       Decided:   December 18, 2017

Before STRINE, Chief Justice; VALIHURA, VAUGHN, SEITZ, and
TRAYNOR, Justices, constituting the Court en Banc.
                                        ORDER

         This 18th day of December 2017, we affirm the judgment of the Court of

Chancery on the basis of its opinion dated May 15, 2017.1 We note two issues. First,

the appellant argues that the Court of Chancery somehow failed to consider the

context-specific nature of his fiduciary duty claims, i.e., an argument under Unocal,

in deciding that the appellant had not pled particularized facts supporting the

existence of a non-exculpated claim for breach of fiduciary duty. We do not agree

with that assertion and believe that the Court of Chancery found that the pled facts

did not support a non-exculpated claim for breach of the defendants’ duties under

Unocal.

         Second, the appellees argued in the alternative that the appellant’s claims were

subject to dismissal under Court of Chancery Rule 15(aaa) and Rule 41(a). We

agree. Our Court of Chancery is busy, and the scarce resources of litigants (which

affect the best interests of American investors) should not be wasted. The procedural

choice made by the appellant here was not proper, and the Court of Chancery could

have dismissed on that basis alone. Precisely because the Court of Chancery’s

ability to handle cases promptly is so important, we note that we will support it if it

exercises its discretion to dismiss without burdensome consideration of the merits




1
    Ryan v. Armstrong, C.A. No. 12717-VCG, 2017 WL 2062902 (Del. Ch. May 15, 2017).

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when, as here, a plaintiff violates procedural rules designed to ensure that claims

will be brought in one proceeding and at the appropriate time.

      NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of

Chancery is hereby AFFIRMED.

                                      BY THE COURT:
                                      /s/ Leo E. Strine, Jr.
                                      Chief Justice




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