24 Cited authorities

Kamen v. Kemper Financial Services, Inc.
500 U.S. 90 (1991) Cited 1,227 times 5 Legal Analyses
Holding parties' legal theories not binding on Court, which "retains the independent power to identify and apply the proper construction of governing law"
Lazar v. Superior Court
12 Cal.4th 631 (Cal. 1996) Cited 1,686 times 3 Legal Analyses
Holding that justifiable reliance is a required element of a fraud claim
Pacific Gas Electric Co. v. Bear Stearns Co.
50 Cal.3d 1118 (Cal. 1990) Cited 674 times 5 Legal Analyses
Holding that interference with plaintiff's performance may give rise to a claim for interference with contractual relations if plaintiff's performance is made more costly or more burdensome
Tarmann v. State Farm Mut. Auto. Ins. Co.
2 Cal.App.4th 153 (Cal. Ct. App. 1991) Cited 498 times
Holding that, when suing a corporate defendant for fraud, a plaintiff must include “the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written”
Daniels v. Select Portfolio Servicing, Inc.
246 Cal.App.4th 1150 (Cal. Ct. App. 2016) Cited 232 times 2 Legal Analyses
Holding complaint failed to adequately plead successor liability at California's demurrer stage where it did not allege that the defendant "purchased or otherwise acquired [the corporation's] principal assets"
In re Tyson Foods
919 A.2d 563 (Del. Ch. 2007) Cited 262 times 3 Legal Analyses
Holding that "no theory will toll the statute beyond the point where the plaintiff was objectively aware, or should have been aware, of facts giving rise to the wrong."
Chapman v. Skype Inc.
220 Cal.App.4th 217 (Cal. Ct. App. 2013) Cited 205 times 2 Legal Analyses
Finding that the plaintiff's unjust enrichment claim cannot be construed as a restitution claim because the plaintiff "does not allege that the subscription agreement is unenforceable or that she rescinds the agreement"
Kahn v. Lynch Communication Systems
638 A.2d 1110 (Del. 1994) Cited 340 times 29 Legal Analyses
Holding that a stockholder who owns a majority interest in or exercises control over the business affairs of the corporation owes fiduciary duties to its fellow stockholders
Orcilla v. Big Sur, Inc.
244 Cal.App.4th 982 (Cal. Ct. App. 2016) Cited 123 times 1 Legal Analyses
Holding a plaintiff pleaded exceptions to the tender ruling elsewhere in the complaint
Spiegel v. Buntrock
571 A.2d 767 (Del. 1990) Cited 215 times 6 Legal Analyses
Concluding that same shareholder cannot both make a demand on a company and argue demand futility in a lawsuit

Order Submitted Matter

24 Cited authorities

Holding parties' legal theories not binding on Court, which "retains the independent power to identify and apply the proper construction of governing law"

Holding that justifiable reliance is a required element of a fraud claim

Holding that interference with plaintiff's performance may give rise to a claim for interference with contractual relations if plaintiff's performance is made more costly or more burdensome

Holding that, when suing a corporate defendant for fraud, a plaintiff must include “the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written”

Holding complaint failed to adequately plead successor liability at California's demurrer stage where it did not allege that the defendant "purchased or otherwise acquired [the corporation's] principal assets"

Holding that "no theory will toll the statute beyond the point where the plaintiff was objectively aware, or should have been aware, of facts giving rise to the wrong."

Finding that the plaintiff's unjust enrichment claim cannot be construed as a restitution claim because the plaintiff "does not allege that the subscription agreement is unenforceable or that she rescinds the agreement"

Holding that a stockholder who owns a majority interest in or exercises control over the business affairs of the corporation owes fiduciary duties to its fellow stockholders

Holding a plaintiff pleaded exceptions to the tender ruling elsewhere in the complaint

Concluding that same shareholder cannot both make a demand on a company and argue demand futility in a lawsuit