Delaware Trial Handbook § 28:10. INTEREST ON A JUDGMENT

Interest is money awarded to a successful plaintiff in a civil action beyond the amount of the judgment to compensate the plaintiff for additional losses resulting from being deprived of the use of the money during the period between the injury and payment. Interest is also awarded to avoid unjust enrichment by a defendant from having use and enjoyment of money that lawfully belonged to the plaintiff.189

Initially, it should be noted that the issue of pre-judgment interest is considered one of substantive law.  Therefore, if the cause of action arises under the laws of another jurisdiction, those laws will be applicable to the issue of pre-judgment interest.190 As such, the rules discussed below are limited to cases as to which the substantive law of Delaware applies.

Although it has been stated often that a successful plaintiff is entitled to pre-judgment and post-judgment interest on an award of damages as a matter of right,191 this general rule is subject to several limitations. The first limitation relates to the nature of the claim. Where the claim arises under the equitable jurisdiction of the Court of Chancery, the allowance of interest is a matter of judicial discretion and not of right.192 Where the claim is equitable in nature, it is less likely that a successful plaintiff will be awarded pre-judgment interest, as the historical, rule in equity is that interest runs from the date of judgment.193  By contrast, a statute provides that, “[i]n any tort action for compensatory damages in the Superior Court or the Court of Common Pleas seeking monetary relief for bodily injuries, death or property damage, interest shall be added to any final judgment entered for damages awarded …provided that prior to trial the plaintiff had extended to defendant a written settlement demand valid for a minimum of 30 days in an amount less than the amount of damages upon which the judgment was entered.”194

The second limitation on the right to receive interest relates to the nature of the damages. The modern standard common to recent Delaware cases is that, in the absence of statutory authority in the specific case, pre-judgment interest may be awarded only where the damages are liquidated or are easily calculable from the evidence.  This includes contract cases as well as tort cases involving damage to property.195 This precludes awarding pre-judgment interest on damages that are not subject to easy calculation, such as claims for bodily injury, wrongful death, pain and suffering, emotional distress or injury to reputation (apart from the statute relating to personal injury discussed above).196 This rule also applies where a claim calls for commingling damages for personal injury and economic loss arising therefrom or the complex computations required in determining economic loss relating to a death.197 The justification for this distinction is that where the damages are easily ascertainable, the defendant could have opted simply to pay the plaintiff immediately rather than force the plaintiff to seek judicial relief through litigation. Where the damages cannot be readily calculated, however, it is unfair to compel a defendant to pay pre-judgment interest on an obligation the amount of which could not reasonably have been determined prior to judgment.198 For similar reasons, pre-judgment interest may not be recovered on an award of punitive damages.199

The third limitation is procedural. The right to interest, where it exists, is not self-executing. A party must specifically request interest in its pleadings or raise the issue at trial.200 Where pre-judgment interest is not requested in the complaint, however, it may still be recovered under a general allegation of damages without being specifically claimed, provided that the damages claimed are in an amount sufficient to cover the actual loss plus interest at the time of trial.  Where damages are alleged in a sum in excess of the value of the property at issue, it may be inferred that interest is being sought, and the request for damages can be construed as including a prayer for interest.201 But if at trial the plaintiff claims that the value of the property is the same or greater than the amount pleaded in the complaint, this precludes the inference that the plaintiff was claiming interest as part of the damages.202

An award of pre-judgment interest generally relates back to the date of the loss or injury, i.e., the date when the money should have been paid.203 Thus, for example, in a breach of contract action, interest accrues from the date of the breach.204 In tort actions, including fraud or deceit, interest runs from the date of the wrong.205 In condemnation cases, interest runs from the date of taking possession of the land or from the date of the award, whichever occurs first.206 In insurance cases, pre-judgment interest begins to run when the policyholder demands payment.207 Where there is confusion as to the date that pre-judgment interest begins to run, the court, in its discretion, may choose the date.208

When a judgment is completely reversed on its merits, post-judgment interest commences on the date of the remand judgment. Conversely, the prejudgment interest period precedes the same date of the remand judgement.209

The right to post-judgment interest attaches upon the entry of a judgment.210

The rate of interest allowed in actions at law generally is equated to the “legal rate” of interest described in 6 Del. C. § 2301.211 In equity, setting the rate of interest is a matter of discretion.212 When the underlying cause of action is legal rather than equitable in nature, a court of equity may apply the legal rate of interest.213 Because a judgment by an equity court for the payment of money does not differ essentially from a like judgment in a court of law, courts of equity have historically applied Delaware’s statutory legal rate of interest.214 In equity, however, the legal rate of interest is a mere guide, and not an inflexible rule.215  The Court of Chancery has, on occasion, varied from the “legal rate” to apply a “prudent investor” approach, awarding interest at the rate a prudent investor would have received from a mixed portfolio of short-, medium- and long-term U.S. Treasury bills, savings deposits held in mutual savings banks, Moody’s Triple A corporate bond average and the value found in the Dow Jones Industrial common stock average.216  Alternatively, if economic realities warrant it, the Court of Chancery may elect to apply a variable rate of interest.216.1

A successful plaintiff may be denied interest for periods in which the plaintiff delayed prosecution of a claim on the theory that a dilatory party should not benefit from his or her own delay.  Thus, when there has been an inordinate delay the court may take into consideration all of the actions of the parties and apportion fault for any delay, thereby reducing the interest due in accordance with the degree of responsibility of the plaintiff or its attorney for the delay in determining the question at issue.217 Waiting until the end of the statutory limitation period to bring suit does not constitute delay because a plaintiff’s claim to interest is so inextricably bound up with the cause of action as to allow a plaintiff to enjoy the convenience afforded under such statute. Instead, delay for the purpose of limiting interest refers to either (i) a failure by the plaintiff or his or her attorney to take some action in the post-filing prosecution of a case at a time that would otherwise seem appropriate to a reasonable person or attorney, or (ii) the taking of some action by the plaintiff or his or her attorney that bears absolutely no reasonable relation to the prosecution of the case or is otherwise impermissible. No element of bad faith need be shown.218

Delaware law generally disfavors compounding interest.219 A court generally will not award compound interest absent an express contractual or statutory provision so permitting.220 Although there have been recent exceptions to this rule (usually appearing in actions brought under Delaware’s stock appraisal statute, which specifically permits compound interest221 and breach of fiduciary duty cases222), where courts have discretion to chose between simple and compound interest, they should state on the record their reasons for choosing one over the other.223 Actions asserting purely legal claims, such as breach of contract, where the determination of interest involves purely legal and not equitable principles, favor not compounding interest.224

Further, a court may not add pre-judgment interest to the judgment to establish the total amount upon which post-judgment interest will be calculated absent a finding of special circumstances.225  Similarly disfavored is the segmenting of interest, i.e., awarding different rates of interest for pre-judgment and post-judgment interest,226 although such segmentation may be permitted in equity in the discretion of the court.227

189. Bell v. Kirby Lumber Corp., 413 A.2d 137, 139 (Del. 1980); Moskowitz v. Wilmington, 391 A.2d 209, 210 (Del. 1978); Pike v. Commodore Motel, Inc., C.A. No. 940, slip op. at 4, Jacobs, V.C. (Del. Ch. Jan. 21, 1987); Trans World Airlines, Inc. v. Summa Corp., C.A. No. 1607, slip op. at 3, Walsh, J. (Del. Ch. Jan. 21, 1987), aff’d, 540 A.2d 403 (Del.), cert. denied, 488 U.S. 853 (1988); Hughes v. Jardel Co., Inc., C.A. No. 82C-JL-38, slip op. at 3, Martin, J. (Del. Super. June 8, 1987).

190. Cooper v. Ross & Roberts, Inc., 505 A.2d 1305 (Del. Super. 1985); Those Certain Underwriters at Lloyd’s London Who Subscribed Severally as Their Interests Appear Thereon and Not Jointly to Lloyd’s Policy Number 390/J145210 v. National Installment Ins. Services, Inc., C.A. No. 19804-VCP, slip op. at 55, Parsons, V.C. (Del. Ch. Dec, 21, 2007), aff’d mem., 962 A.2d 916 (Del. 2008).

191. Wilmington Country Club v. Cowee, 747 A.2d 1087, 1097 (Del. 2000); Citadel Holding Corp. v. Roven, 603 A.2d 818, 826 (Del. 1992); Summa Corp. v. Trans World Airlines, Inc., 540 A.2d 403, 409 (Del. 1988), cert. denied, 488 U.S. 853 (1988); Collins v. Throckmorton, 425 A.2d 146, 152 (Del. 1980); Moskowitz v. Wilmington, 391 A.2d 209, 210 (Del. 1978); Metropolitan Mut. Fire Ins. Co. v. Carmen Holding Co., 220 A.2d 778, 781 (Del. 1966); Hughes v. Jardel Co., Inc., C.A. No. 82C-JL-38, slip op. at 3, Martin, J. (Del. Super. June 8, 1987).

192. Gaffin v. Teledyne, Inc., 611 A.2d 467, 476 (Del. 1992); Hayward v. Green, 88 A.2d 806, 810 (Del. 1952); Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1367 (Del. Super. 1980); Pike v. Commodore Motel, Inc., C.A. No. 940, slip op. at 27, Jacobs, V.C. (Del. Ch. Jan. 21, 1987); Breeding v. Rooney & Hunsberger, C.A. No. 1067, slip op. at 8, Hartnett, V.C. (Del. Ch. Feb. 4, 1986).

193. See Missouri-Kansas Pipe Line Co. v. Warrick, 22 A.2d 865, 868 (Del. 1941); Haas v. Haas, 124 A.2d 7, 11 (Del. Ch. 1956); Jones v. Bodley, 66 A.2d 425, 426 (Del. Ch. 1949); Church Home Foundation, Inc. v. Victorine & Samuel Homsey, Inc., C.A. No. 6513, slip op. at 4, Longobardi, V.C. (Del. Ch. Aug. 29, 1983).

194. 6 Del. C. § 2301(d).

195. Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1366 (Del. Super. 1980); Concors Supply Co. v. Giesecke Int’l Ltd., C.A. No. 83C-MR-122, slip op. at 9 n.3, Toliver, J. (Del. Super. July 24, 1992); Transamerica v. Tevebaugh, C.A, No. 85A-JN-1, slip op. at 5, Bifferato, J. (Del. Super. Feb. 19, 1987); Townsend Bros. v. Pippin, C.A. No. 85C-AU-9, slip op. at 10, Ridgely, J. (Del. Super. June 11, 1986); Kunstek v. Alpha-X Corp., CA. No. 80C-MY-121, slip op. at 1-2, Herrmann, J. (Del. Super. May 15, 1986) (ORDER); Comegys v. Dorsey, C.A. No. 77C-SE-23, slip op. at 2, O’Hara, J. (Del. Super. July 16, 1982); Roberts v. C.F.H., Inc., CA. No. 78C-AP-1 31, slip op. at 3, Walsh, J. (Del. Super. Aug. 7, 1981).

196. Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1366 (Del. Super. 1980); Kunstek v. Alpha-X Corp., C.A. No. 80C-MY-121, slip op. at 2-3, Herrmann, J. (Del. Super. May 15, 1986) (ORDER); Ericson v. Walp, C.A. No. 83C-JN-53, slip op. at 2, Taylor, J. (Del. Super. Nov. 17, 1986) (ORDER), aff’d mem., 529 A.2d 772 (Del. 1987); Lum v. Nationwide Mutual Ins. Co., C.A. No. 78C-MY-55, slip op. at 7-8, Bifferato, 3. (Del. Super. Apr. 27, 1982), aff’d mem., 461 A.2d 693 (Del. 1983); Comegys v. Dorsey. C.A. No. 77C-SE-23, slip op. at 2, O’Hara, 3. (Del. Super. July 16, 1982).

197. Nutt v. OAF Corp., C.A. No. 80C-FE-8, slip op. at 2, Taylor, 3. (Del. Super. May 21, 1987).

198. Kunstek v. Alpha-X Corp., CA. No. 80C-MY-121, slip op. at 1-2, Herrmann, J. (Del. Super. May 15, 1986) (ORDER).

199. Farmers Bank v. Hudghton, C.A. No. 83A-MY-5, slip op. at 4, Walsh, 3. (Del. Super. Feb. 24, 1984).

200. Reserves Development LLC v. Severn Sav. Bank, FSB, 961 A.2d 521, 525 (Del. 2008); Chrysler Corp. (Delaware) v. Chaplake Holdings, Ltd., 822 A.2d 1024, 1037 (Del. 2003); Collins v. Throckmorton, 425 A.2d 146, 152 (Del. 1980).

201. Collins v. Throckmorton, 425 A.2d 146, 152 (Del. 1980); Deriemer v. Bank of Delaware, C.A. No. 83C-JL16, slip op. at 2, Graves, J. (Del. Super. Feb. 1, 1991).

202. Deriemer v. Bank of Delaware, C.A. No. 83C-JLI6, slip op. at 2, Graves, J. (Del. Super. Feb. 1, 1991).

203. Stonewall Ins. Co. v. E.I. du Pont de Nemours & Co., 996 A.2d 1254, 1262 (Del. 2010); Hercules, Inc. v. AIU Ins. Co., 784 A.2d 481, 508 (Del. 2001); Moskowitz v. Wilmington, 391 A.2d 209, 210 (Del. 1978); Metropolitan Mut. Fire Ins. Co. v. Carmen Holding Co., 220 A.2d 778, 782 (Del. 1966); Raymond v. Board of Publie Works, C.A. No. 84C-DE-8, slip op. at 1, Gebelein, J. (Del. Super. May 8, 1990); Hughes v. Jardel Co., Inc., CA. No. 82C-JL-38, slip op. at 3, Martin, 3. (Del. Super. June 8, 1987); Grand Ventures v. Whaley, 622 A.2d 655, 666 (Del. Super. 1993), aff’d, 632 A.2d 63 (Del. 1993); Mobile Diagnostics, Inc. v. Lindell Radiology, P.A., CA. No. 83C-AU-66, slip op. at 2, Stiftel, J. (Del. Super. Aug. 9, 1985); Nesci v. Sherwood Diners, Inc., C.A. No. 1109, slip op. at 1, Taylor, J. (Del. Super. Oct. 3, 1972).

204. Mobile Diagnostics, Inc. v. Lindell Radiology, P.A., C.A. No. 83C-AU-66, slip op. at 2, Stiftel, J. (Del. Super. Aug. 9, 1985).

205. Stephenson v. Capano Development Co., C.A. No. 81C-JA-83, slip op. at 6-7, Stiftel, J. (Del. Super. July 10, 1985); Tekstrom Inc. v. Savla, C.A. No. 03-06-0033, slip op. at 2, Trader, J. (Del. Com. Pls. Nov. 22, 2005).

206. 10 Del. C. § 6113.

207. Stonewall Ins. Co. v. E.I. du Pont de Nemours & Co., 996 A.2d 1254, 1262 (Del. 2010),

208. Raymond v. Board of Public Works, C.A. No. 84C-DE-8, slip op. at 2 n.2, Gebelein, J.  (Del. Super. May 8, 1990).

209. Cede & Co. v. Technicolor, Inc., 884 A.2d 26, 42 (Del. 2005).

210. Wilmington Country Club v. Cowee, 747 A.2d 1087, 1097 (Del. 2000); Moffitt v. Carroll, 640 A.2d 169, 178 (Del. 1994).

211. Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1367 (Del. Super. 1980). See also State ex rel.  Department of Transp. v. Penn Cent. Corp., 511 A.2d 382, 384 (Del. Super. 1986), aff’d mem., 520 A.2d 670 (Del. 1986). 6 Del. C. § 2301 provides that in the absence of a contractual provisions setting an interest rate, the “legal rate of interest shall be 5% over the Federal Reserve Discount Rate, including any surcharge as of the time from which interest is due …,” and that any contractual interest provision may not exceed 5% over the Federal Reserve Discount rate including any surcharge thereon. 6 Del. C. § 2301(a).

212. Montgomery Cellular Holding Co., Inc. v. Dobler, 880 A.2d 206, 226 (Del. 2005); Summa Corp. v. Trans World Airlines, Inc., 540 A.2d 403, 409 (Del.1988); Valeant Pharmaceuticals Intern. v. Jerney, 921 A.2d 732, 756 (Del. Ch.), app. dismissed mem., 929 A.2d 784 (Del. 2007).

213. American Gen. Corp. v. Continental Airlines Corp., 622 A.2d 1, 13-14 (Del. Ch. 1992), aff’d mem., 620 A.2d 856 (Del. Dec. 28, 1992).

214. Trans World Airlines, Inc. v. Summa Corp., C.A. No. 1607, slip op. at 4-5, Walsh, J. (Del. Ch. Jan. 21, 1987), aff’d, 540 A.2d 403 (Del.), cert. denied, 488 U.S. 853 (1988); Church Home Foundation, Inc. v. Victorine & Samuel Homsey, Inc., C.A. No. 6513, slip op. at 4-5, Longobardi, V.C. (Del. Ch. Aug. 29, 1983).

215. Summa Corp. v. Trans World Airlines, Inc., 540 A.2d 403, 409 (Del. 1988), cert. denied, 488 U.S. 853 (1988).

216. The “prudent investor” was developed in connection with stock appraisal cases. See, e.g., Universal City Studios, Inc. v. Francis I. Du Pont & Co., 334 A.2d 216, 222 (Del. 1975); Delaware Open MRI Radiology Associates, P.A. v. Kessler, 898 A.2d 290, 343 (Del. Ch. 2006); Lebman v. National Union Electric Corp., 414 A.2d 824, 829 (Del. Ch. 1980); Tannetics, Inc. v. A.J. Industries, Inc., C.A. No. 5306, slip op. at 5-6, Marvel, C. (Del. Ch. Dec. 16, 1980); In re Creole Petroleum Corp., C.A. No. 4860, slip op. at 11, Hartnett, V.C. (Del. Ch. Jan. 11, 1978). A similar standard, however, has been applied in non-appraisal cases in equity. See Carmer v. J. Leo Johnson, Inc., 150 A.2d 621 (Del. Ch. 1959), aff’d, 156 A.2d 499 (Del. 1959). See also Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1366 (Del. Super. 1980); Trans World Airlines, Inc. v. Summa Corp., C.A. No. 1607, slip op. at 11-12, Walsh, J. (Del. Ch. Jan. 21, 1987), aff’d, 540 A.2d 403 (Del.), cert. denied, 488 US 853 (1988). In 1981, Delaware’s corporate appraisal statute was modified to provide that “all relevant factors” should be considered in determining an award of interest. See 8 Del. C. § 262(h). This modification has been interpreted to mean that the “prudent investor” approach, though still an important consideration, is no longer the sole means of determining a fair interest rate in appraisal actions. Cede & Co. v. Technicolor, Inc., C.A. No. 7129, slip op. at 8, Allen, C. (Del. Ch. Oct. 19, 1990), aff’d in part and rev’d in part on other grounds, remanded, 634 A.2d 345 (Del. 1993), modified on other grounds, reh’g denied in part, remanded, 636 A.2d 956 (Del. 1994); Charlip v. Lear Siegler, Inc., C.A. No. 5178, slip op. at 4, Walsh, V.C. (Del. Ch. July 2, 1985).

216.1. Gentile v. Rossettem C.A. No. 20213-VCN, slip op. at 3-7, Noble, V.C. (Del. Ch. Sept. 10, 2010).

217. Summa Corp. v. Trans World Airlines, Inc., 540 A.2d 403, 409 (Del.), cert. denied, 488 U.S. 853 (1988); Moskowitz v. Wilmington, 391 A.2d 209, 211 (Del. 1978); Dorsey v. State, 301 A.2d 516, 518-19 (Del. 1973); Maryland Casualty Co. v. Hanby, 301 A.2d 286, 288 (Del. 1973); Thompson v. State Bd. Of Pension Trustees, 552 A.2d 850, 852 (Del. Super. 1988); Getty Oil Co. v. Catalytic, Inc., 509 A.2d 1123, 1124 (Del. Super. 1986); Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1366 (Del. Super. 1980); Trans World Airlines, Inc. v. Summa Corp., C.A. No. 1607, slip op. at 12, Walsh, J. (Del. Ch. Jan. 21, 1987), aff’d, 540 A.2d 403 (Del.), cert. denied, 488 U.S. 853 (1988); Deriemer v. Bank of Delaware, C.A. No. 83C-1L16, slip op. at 5, Graves, J. (Del. Super. Feb. 1, 1991); Comegys v. Dorsey. CA. No. 77C-SE-23, slip op. at 4, O’Hara, J. (Del. Super. July 16, 1982).

218. Getty Oil Co. v. Catalytic, Inc., 509 A.2d 1123, 1125-26 (Del. Super. 1986).

219. Gotham Partners, L.P. v. Hallwood Realty Partners, L.P., 817 A.2d 160, 173 (Del. 2002); Summa Corp. v. Trans World Airlines, Inc., 540 A.2d 403, 410 (Del.), cert. denied, 488 U.S. 853 (1988); Rehoboth Marketplace Associates v. State ex rel. Secretary of the Dept. of Transportation, No. 515, 1992, slip op. at 3, Walsh, J. (Del. Apr. 26, 1993) (ORDER), disposition reported at 625 A.2d 279 (Del. 1993) (TABLE); Weinberger v. UOP, Inc., 517 A.2d 653, 657 (Del. Ch. 1986); Martin v. Star Publishing Co., 107 A.2d 795, 796-97 (Del. Super. 1954); Stockton’s Adm’r. v. Guthrie, 5 Del. 204, 5 Harr. 204, 205 (Del. Err. & App. 1849); Kirkpatrick v. Caines Landing Wildlife Preserve Ass’n, C.A. No. 11833, slip op. at 2, Jacobs, V.C. (Del. Ch. Dec. 14, l992); Charlip v. Lear Siegler, Inc., C.A. No. 5178, slip op. at 10, Walsh, V.C. (Del. Ch. July 2, 1985).

220. Charlip v. Lear Siegler, Inc., C.A. No. 5178, slip op. at 11, Walsh, V.C. (Del. Ch. July 2, 1985). Delaware’s appraisal statute expressly grants discretionary authority to award either simple or compound interest. 8 Del. C. § 262(i). See also Rapid-American Corp. v. Hams, 603 A.2d 796, 808-09 (Del. 1992); in re Shell Oil Co., 607 A.2d 1213, 1221 (Del. 1992).

221. 8 Del. C. § 262(i).  See, e.g., M.G. Bancorporation, Inc. v. Le Beau, 737 A.2d 513, 527 (Del. 1999); Grimes v. Vitalink Comunication Corp., C.A. No. 12334, slip op. at 35-38, Chandler, V.C. (Del. Ch. Aug. 27, 1997), aff’d mem., 708 A.2d 630 (Del.), cert. denied, 119 S.Ct. 160 (1998); LeBeau v. M.G. Bancorporation, Inc., Del. Ch., C.A. No. 13414, slip op. at 32-33, Jacobs, V.C. (Del. Ch. Jan. 29, 1998).

222. E.g., Valent Pharmaceuticals Intern. v. Jerney, 921 A.2d 732, 756 (Del. Ch.), app. dismissed mem., 929 A.2d 784 (Del. 2007); Estate of Carpenter v. Dinneen, C.A. No. 1804-VCP, slip op. at 63-64, Parsons, V.C. (Del. Ch. Mar. 26, 2008).

223. M.G. Bancorporation, Inc. v.  Le Beau, 737 A.2d 513, 527 (Del. 1999); Gonsalves v. Straight Arrow Publishers, Inc., No. 232, 1998, slip op. at 10, Walsh, J. (Del. Jan. 5, 1999) (ORDER), disposition reported at 725 A.2d 442 (Del. 1999) (TABLE).

224. Rollins Environmental Services, Inc. v. WSMW Indus., 426 A.2d 1363, 1367 (Del.Super.1980).

225. David J. Stone & Co., Inc. v. Silverstein, No. 298, 1998, Walsh, J. (Del. Apr. 1, 1999) (ORDER).  Recent cases from the Court of Chancery appear to suggest that the court is routinely adding pre-judgment interest to the amount of the judgment for the purpose of post-judgment interest. See Gelfman v. Weeden Investors, L.P., 859 A.2d 89, 128 (Del. Ch. 2004); Great American Opportunities, Inc. v. Cherrydale Fundraising, LLC, C.A. No. 3718-VCP, slip op. at 87, Parsons, V.C. (Del. Ch. Jan. 29, 2010); Underbrink v. Warrior Energy Services Corp., C.A. No. 2982-VCP, slip op. at 57, Parsons, V.C. (Del. Ch. May 30, 2008); Smith v. Nu-West Indus., C.A. No. 15442, Chandler, C. (Del. Ch. Jan. 12, 2001), aff’d mem., 781 A.2d 695 (Del. 2001); Brandin v. Gottlieb, C.A. No. 14819, slip op. at 78, Strine, V.C. (Del. Ch. July 13, 2000) (setting forth reasoning).

226. Rollins Environmental Services, Inc. v. WSMW Industries, Inc., 426 A.2d 1363, 1368 (Del. Super. 1980); Trans World Airlines, Inc. v. Summa Corp., CA. No. 1607, slip op. at 4, Walsh, J. (Del. Ch. Jan. 21, 1987), aff’d, 540 A.2d 403 (Del.), cert. denied, 488 U.S. 853 (1988).

227. Trans World Airlines, Inc. v. Summa Corp., C.A. No. 1607, slip op. at 20, Walsh, J. (Del. Ch. Jan. 21, 1987), aff’d, 540 A.2d 403 (Del.), cert. denied, 488 U.S. 853 (1988); Kirkpatrick v. Caines Landing Wildlife Preserve Ass’n, C.A. No. 11833, slip op. at 2, Jacobs, V.C. (Del. Ch. Dec. 14, 1992).

© 2010  David L. Finger