Francis Pileggi, Chauna Abner Co-Author Commentary for Delaware Business Court Insider on Pursuing Tandem Breach of Contract & Breach of Fiduciary Duty Claims

Wilmington, Del. (October 30, 2020) - Wilmington Managing Partner Francis G.X. Pileggi and Associate Chauna A. Abner recently co-authored a commentary for the Delaware Business Court Insider (part of Law.com) titled “The Exception to Pursuing Both Contract and Fiduciary Claims.” The article addresses the longstanding history of Delaware courts in blocking plaintiffs’ attempts to pursue claims of breach of contract and breach of fiduciary duty together when the claims arise from the same set of facts.

The authors begin the article by explaining that when determining whether claims for breach of contract and breach of fiduciary duty may proceed in tandem, Delaware courts examine whether there is an independent basis for the fiduciary duty claim apart from the contractual claim. The article goes on to describe cases in which the court prevented these claims from being tried together because, for example, they related to the same behavior and sought the same remedies.

Next, Mr. Pileggi and Ms. Abner discuss how parties have been successful in pursuing both breach of contract claims and fiduciary duty claims together when the harm arising out of the breach of fiduciary duty could not be adequately compensated by enforcing the contract at issue. In their discussion, the authors cite to and quote relevant Delaware court opinions that elaborate on this premise.

The authors close by offering a “key takeaway,” noting that “any party who wishes to pursue both contractual and fiduciary claims that arise out of the same facts may do so as long as those claims: ‘depend on additional facts as well, are broader in scope, and involve different considerations in terms of a potential remedy.’”

Mr. Pileggi and Ms. Abner are members of the firm's Complex Business & Commercial Litigation Practice. They focus primarily on high-stakes disputes of corporations, stockholders, members of boards of directors, members and managers of LLCs, and those with managerial or ownership interests in other forms of entities.

You can read the full Delaware Business Court Insider article here (subscription may be required).