CCC Atlantic, LLC v. Grey

Opinion

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