Delaware Court of Chancery | |
---|---|
Established | 1792 |
Authorized by | Delaware Constitution art. IV |
Appeals to | Delaware Supreme Court |
Judge term length | 12 years |
Number of positions | 7 |
Website | Official website |
The Delaware Court of Chancery is a court of equity in the U.S. state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The court is known for being a hub for corporate governance litigation in the United States, as two-thirds of Fortune 500 companies are incorporated in Delaware. It is among the preeminent business courts in the world. [1]
Many companies prefer to incorporate in Delaware because of the state's corporate-friendly tax system and the Court's historical expertise in business litigation. The Court's judges tend to be longtime members of the Delaware State Bar Association who have spent their careers doing corporate litigation. [2]
Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues. More than two thirds of Fortune 500 companies are incorporated in the state. [3] Delaware is the home to more than 1.8 million corporations, more than the number of residents in the state.
The Court of Chancery handle corporate internal affairs litigation (such as shareholder disputes and merger disputes) according the Delaware General Corporation Law, the statute governing corporations in Delaware. As a result, it is a hub for corporate litigation in the United States.
The chief judge is called the Chancellor, and the other six judges are called Vice Chancellors. The chancellor and vice chancellors are nominated by the governor and confirmed by the state senate for 12-year terms. The Court is subject to the "major-party" rule in the Delaware constitution. Also known as the political balance requirement, this requires that the bare majority of the court "shall be of one major political party", and the other judges "shall be of the other major political party". [4] As a result, any person not affiliated with either the Republican or Democratic Party is not able to serve on the court. [5]
The Court's jurisdiction is a hybrid of constitutional provisions, statutes, and case law.
According to the Delaware Judicial Information Center:
The Court of Chancery has jurisdiction to hear and determine all matters and causes in equity. The general equity jurisdiction of the Court is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain as it existed prior to the separation of the American colonies. The General Assembly may confer upon the Court of Chancery additional statutory jurisdiction. In today's practice, the litigation in the Court of Chancery consists largely of corporate matters, trusts, estates, and other fiduciary matters, disputes involving the purchase and sale of land, questions of title to real estate, and commercial and contractual matters in general. When issues of fact to be tried by a jury arise, the Court of Chancery may order such facts to trial by issues at the Bar of the Superior Court of Delaware. (10 Del. C., 369). [6]
Article IV, Section 10 of the Delaware Constitution establishes the Court and provides that it "shall have all the jurisdiction and powers vested by the laws of this State in the Court of Chancery." [7]
Title 10, Section 341 of the Delaware Code states that the Court "shall have jurisdiction to hear and determine all matters and causes in equity." [8] Subsequent decisions have held that the Court's equitable jurisdiction is the same as that held by the English High Court of Chancery at the time of American independence in 1776.[ citation needed ]
The Court's most significant power is its ability to issue preliminary and permanent injunctions and temporary restraining orders. This is frequently exercised in the context of disputes involving mergers and acquisitions or sales of corporations, wherein a corporate suitor or a shareholder will attempt to enjoin—that is, prevent—the sale or merger of a corporation, claiming that their stock value has been diluted or that they have superior rights to purchase the corporation. In a typical sale or merger dispute, a plaintiff will seek a temporary restraining order, sometimes on an ex parte basis, to prevent the transaction from taking place and preserve the status quo. If the Court grants that relief, the plaintiff will then seek a preliminary injunction to maintain the current state of affairs until a trial can take place.
Title 10, Section 342 of the Delaware Code provides that the Court shall not hear any matters for which an adequate remedy exists at law or which can be heard by any other Delaware court. [8] As a practical matter, this means that the Court cannot grant relief in the form of money damages to compensate a party for a loss or where another court has coterminous jurisdiction. However, under the rules of equity, the court can grant monetary relief in the form of restitution by ruling that another party has unjustly gained money that belongs to the plaintiff.
Apart from its general equitable jurisdiction, the Court has jurisdiction over a number of other matters. First, the Court has sole power to appoint guardians of the property and person for mentally or physically disabled Delaware residents. Similarly, the Court may also appoint guardians for minors, although the Family Court has coterminous jurisdiction over such matters. Will contests and disputes over interpretations of trusts are also heard by the Court.
In 1952, the Court of Chancery held in Gebhart v. Belton that the operation of segregated school systems in Delaware was unlawful, two full years before the U.S. Supreme Court would do so in Brown v. Board of Education.
The Chancellor is responsible for appointing a judge on the court to preside over a case.
The Court sits without a jury. All issues of fact are determined by the presiding Chancellor or Vice Chancellor. The Court has the discretion to appoint an advisory jury if it so desires, but this power is practically never exercised.
The Court of Chancery's decision can be appealed to the Delaware Supreme Court, whose decision is final unless appealed to the Supreme Court of the United States.
The history of the Court of Chancery stems back to the English common law system, in which separate courts were established to hear law and equity matters. English law courts included the Court of King's Bench (or Queen's Bench when the monarch was female), the Court of Common Pleas, and the Court of the Exchequer. The sole English court of equity was the Court of Chancery.
Along with the remainder of the original Thirteen Colonies, Delaware imported the English concept of common law. This included establishing a separate Court of Chancery. As the legal system evolved in England, the English Court of Chancery was eventually abolished by the Judicature Act 1873-75 and its powers merged into what was then called 'The Supreme Court of Judicature' (comprising the High Court and the Court of Appeal) which exercised jurisdiction in both common law and equity. This was prompted in part by similar reforms which had taken place elsewhere, notably the abolition of the New York Court of Chancery in 1847. Most American jurisdictions followed the reforms in New York and England.
In its first Constitution, the Delaware Constitution of 1776, there was no special provision for a court of equity. However, when the constitution was revised in the Delaware Constitution of 1792 a separate Court of Chancery was established. This constitution was heavily influenced by thinking of John Dickinson and George Read. William T. Quillen and Michael Hanrahan in their Short History of the Delaware Court of Chancery repeat the "folklore of the Delaware bench and bar, saying that the impetus for creating a Court of Chancery was to provide a new judicial seat for Delaware's first Chancellor, William Killen." Killen was the elderly and highly respected incumbent Chief Justice of Delaware, and when George Read was considered to be the new Chief Justice of Delaware, he refused unless adequate provisions were made for Killen. A separate Court of Chancery under Killen was the solution. [6]
There was one chancellor, appointed by the governor for life.
Name | Took office | Left office | Residence | Party |
---|---|---|---|---|
William Killen | October 6, 1793 | December 6, 1801 | Kent County | Democratic-Republican |
Nicholas Ridgely | December 6, 1801 | April 1, 1830 | Kent County | Democratic-Republican |
Kensey Johns Sr. | June 21, 1830 | January 18, 1832 | New Castle County | Whig |
There was one chancellor, appointed by the governor for life.
Name | Took office | Left office | Residence | Party |
---|---|---|---|---|
Kensey Johns Jr. | January 18, 1832 | March 28, 1857 | New Castle County | Whig |
Samuel M. Harrington | May 4, 1857 | November 28, 1865 | Kent County | Democratic |
Daniel M. Bates | December 12, 1865 | October 1873 | New Castle County | Democratic |
Willard Saulsbury Sr. | November 14, 1873 | April 6, 1892 | Sussex County | Democratic |
James L. Wolcott | May 5, 1892 | September 5, 1895 | Kent County | Democratic |
John R. Nicholson | September 5, 1895 | June 10, 1897 | Kent County | Democratic |
There is one chancellor, appointed by the governor for a 12-year term. There were also created over the years, additional vice chancellors, the first in 1939, a second in 1961, a third in 1984, and a fourth in 1989. Since 2018, there are six vice chancellors. [9] They are also appointed by the governor for a 12-year term. They are required to be equally divided between the major political parties, so that among all the chancellors no party has a majority of more than one person.
Name | Took office | Left office | Residence | Party |
---|---|---|---|---|
John R. Nicholson | June 10, 1897 | June 10, 1909 | Kent County | Democratic |
Charles M. Curtis | June 10, 1909 | July 2, 1921 | Republican | |
Josiah O. Wolcott | July 2, 1921 | November 11, 1938 | Kent County | Democratic |
William W. Harrington | December 7, 1938 | 1950 | ||
Daniel F. Wolcott | 1950 | 1951 | Democratic | |
Collins J. Seitz | 1951 | July 17, 1966 | ||
William Duffy | July 17, 1966 | 1973 | ||
William T. Quillen | 1973 | 1976 | ||
William Marvel | September 1976 | May 1, 1982 | ||
Grover C. Brown | 1982 | 1985 | ||
William T. Allen | 1985 | 1997 | ||
William B. Chandler, III | 1997 | 2011 | Sussex County | Republican |
Leo E. Strine Jr. | 2011 | 2014 | New Castle County | Democratic |
Andre Bouchard [10] | 2014 | 2021 | Democratic | |
Kathaleen McCormick | May 6, 2021 | present | ||
Name | Took office | Left office | Residence | Party | Seat |
---|---|---|---|---|---|
George B. Pearson Jr. | 1939 | 1946 | 1st | ||
Collins J. Seitz | 1946 | 1951 | |||
Howard W. Bramhall | 1951 | 1954 | |||
William Marvel | 1954 | 1976 | |||
Maurice A. Hartnett | 1976 | 1994 | |||
Myron T. Steele | 1994 | 2000 | |||
John W. Noble | November 2000 | February 2016 | Kent County | Democratic | |
Joseph R. Slights III | March 28, 2016 | 2022 | Kent County | Democratic | |
Nathan A. Cook | July 21, 2022 | present | |||
Isaac D. Short | 1961 | 1973 | 2nd | ||
Grover C. Brown | 1973 | 1982 | |||
Joseph J. Longobardi | 1982 | 1984 | |||
Joseph T. Walsh | 1984 | 1985 | |||
Jack B. Jacobs | 1985 | 2003 | |||
Donald F. Parsons | 2003 | 2015 | Democratic | ||
Tamika Montgomery-Reeves | November 2015 | November 2019 | New Castle County | Democratic | |
Paul Fioravanti Jr. | January 15, 2020 | present | |||
Carolyn Berger | 1984 | 1994 | 3rd | ||
Bernard S. Balick | 1994 | 1998 | |||
Leo E. Strine Jr. | 1998 | 2011 | New Castle County | Democratic | |
Sam Glasscock III | 2011 | present | Sussex County | Republican | |
William B. Chandler III | 1989 | 1997 | Sussex County | Republican | 4th |
Stephen P. Lamb | 1997 | 2009 | New Castle County | ||
J. Travis Laster | October 9, 2009 | present | New Castle County | Republican | |
Morgan Zurn | October 4, 2018 | present | New Castle County | Republican | 5th |
Kathaleen McCormick | November 1, 2018 | May 6, 2021 | New Castle County | Democratic | 6th |
Lori W. Will | May 26, 2021 | present |
The Court also employs three full-time Magistrates in Chancery (formerly known as Masters in Chancery), appointed by the Chancellor under Court of Chancery Rule 144. The Magistrates adjudicate cases assigned to them by the Court, with a particular focus on "the people's concerns in equity," such as guardianships, property disputes, and trust and estate matters. [11] The current Magistrates in Chancery are Selena E. Molina, Loren Mitchell, and Bonnie W. David. [12]
The Delaware General Corporation Law is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in United States corporate law and has been described as the de facto corporate capital of the United States.
In the field of jurisprudence, equity is the particular body of law, developed in the English Court of Chancery, with the general purpose of providing legal remedies for cases wherein the common law is inflexible and cannot fairly resolve the disputed legal matter. Conceptually, equity was part of the historical origins of the system of common law of England, yet is a field of law separate from common law, because equity has its own unique rules and principles, and was administered by courts of equity.
The Court of Chancery was a court of equity in England and Wales that followed a set of loose rules to avoid a slow pace of change and possible harshness of the common law. The Chancery had jurisdiction over all matters of equity, including trusts, land law, the estates of lunatics and the guardianship of infants.
Gebhart v. Belton, 33 Del. Ch. 144, 87 A.2d 862, aff'd, 91 A.2d 137, was a case decided by the Delaware Court of Chancery in 1952 and affirmed by the Delaware Supreme Court in the same year. Gebhart was one of the five cases combined into Brown v. Board of Education, the 1954 decision of the United States Supreme Court which found unconstitutional racial segregation in United States public schools.
The Judiciary Act of 1789 was a United States federal statute enacted on September 24, 1789, during the first session of the First United States Congress. It established the federal judiciary of the United States. Article III, Section 1 of the Constitution prescribed that the "judicial power of the United States, shall be vested in one Supreme Court, and such inferior Courts" as Congress saw fit to establish. It made no provision for the composition or procedures of any of the courts, leaving this to Congress to decide.
The Exchequer of Pleas, or Court of Exchequer, was a court that dealt with matters of equity, a set of legal principles based on natural law and common law in England and Wales. Originally part of the curia regis, or King's Council, the Exchequer of Pleas split from the curia in the 1190s to sit as an independent central court. The Court of Chancery's reputation for tardiness and expense resulted in much of its business transferring to the Exchequer. The Exchequer and Chancery, with similar jurisdictions, drew closer together over the years until an argument was made during the 19th century that having two seemingly identical courts was unnecessary. As a result, the Exchequer lost its equity jurisdiction. With the Judicature Acts, the Exchequer was formally dissolved as a judicial body by an Order in Council on 16 December 1880.
A court of equity, also known as an equity court or chancery court, is a court authorized to apply principles of equity rather than principles of law to cases brought before it. These courts originated from petitions to the Lord Chancellor of England and primarily heard claims for relief other than damages, such as specific performance and extraordinary writs. Over time, most equity courts merged with courts of law, and the adoption of various Acts granted courts combined jurisdiction to administer common law and equity concurrently. Courts of equity are now recognized for complementing the common law by addressing its shortcomings and promoting justice.
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.
The Superior Court is the state court in the U.S. state of New Jersey, with statewide trial and appellate jurisdiction. The New Jersey Constitution of 1947 establishes the power of the New Jersey courts. Under the State Constitution, "'judicial power shall be vested in a Supreme Court, a Superior Court, and other courts of limited jurisdiction.'" The Superior Court has three divisions: the Appellate Division is essentially an intermediate appellate court while the Law and Chancery Divisions function as trial courts. The State Constitution renders the New Jersey Superior Court, Appellate Division the intermediate appellate court, and "[a]ppeals may be taken to the Appellate Division of the Superior Court from the law and chancery divisions of the Superior Court and in such other causes as may be provided by law." Each division is in turn divided into various parts. "The trial divisions of the Superior Court are the principal trial courts of New Jersey. They are located within the State's various judicial geographic units, called 'vicinages,' R. 1:33-2(a), and are organized into two basic divisions: the Chancery Division and the Law Division".
The Court of Chancery was a court which exercised equitable jurisdiction in Ireland until its abolition as part of the reform of the court system in 1877. It was the court in which the Lord Chancellor of Ireland presided. Its final sitting place was at the Four Courts in Dublin, which still stands.
The New York Court of Chancery was the highest court in the State of New York from 1701 to 1847.
Leo E. Strine, Jr. is an American attorney and retired judge for the state of Delaware. He served on the Delaware Court of Chancery as vice chancellor from 1998 to 2011 and chancellor from 2011 to 2014, and as the chief justice of the Delaware Supreme Court from 2014 to 2019. Strine has worked in private practice since 2020.
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Kathaleen Saint Jude McCormick is an American lawyer and judge on the Delaware Court of Chancery, first as a vice chancellor from 2018 to 2021 and then as the current chancellor since 2021. She is the first female chancellor in Delaware history.
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