This appeal arose out of a contest for control of Trans-Resources, Inc., a Delaware corporation, where plaintiffs brought a Court of Chancery action under 8 Del. C. 225 against defendant to determine which stockholder group possessed the majority voting interest entitled to elect the Trans-Resources board of directors. The court affirmed the judgment of the Court of Chancery in so far as it embodied and implemented the rulings in the Merits and Spoliation Opinions; and reversed to the extent it adjudicated the beneficial ownership of the Orly Trust Shares and the Genger Shares based on the determinations made in its August 9, 2010 Side Letter Opinion and August 18, 2010 Final Judgment Order.

Defendant appealed from the district court's award of attorney's fees to plaintiff in a breach of contract and negligence suit where plaintiff hired defendant to investigate land and provide a design that would allow for construction of plaintiff's stores on the site. The parties entered into a geotechnical services contract, which provided that "[e]ach party shall bear its own expenses of litigation," and a testing and inspection contract which included an indemnification clause. At issue was whether, under Mississippi law, the contractual agreement between the parties permitted for an award of attorney's fees, and if so, whether the district court's fee award was an abuse of discretion. Having found that the testing and inspection contract was the only basis for an award of attorney's fees, the court held that the district court's fee award was an abuse of discretion. Accordingly, the court vacated the award of attorney's fees and remanded for further proceedings.

The SEC brought a civil action against defendant alleging that, as an outside director of Engineered Support Systems, Inc. (ESSI), he violated numerous federal securities laws by participating in the grant of backdated, "in-the-money" stock options to ESSI officials including his father. At issue was the district court's grant of defendant's Fed. R. Civ. Pro. 50(a)(1) motion for judgment as a matter of law. The court agreed with the district court's conclusion that the SEC had failed to prove the requisite elements of scienter and negligence. The court also held that there was no clear abuse of discretion in excluding any reference to the Incentive Stock Option Agreement between defendant's father and ESSI. Accordingly, the court affirmed the judgment of the district court.

This case stemmed from a distributor agreement (Agreement) granting Southern Wine & Spirits of Nevada (Southern) "the exclusive right to sell and distribute" bottled water products supplied by Mountain Valley Spring Company (Mountain Valley) within a seventeen-county region around Las Vegas, Nevada. The parties appealed in part the district court's judgment. The court held that the district court did not err when it determined that the Agreement was for a perpetual term where the parties contemplated the duration of their relationship and agreed to a term that ended only by mutual consent or specific acts of default and when it denied Mountain Valley's renewed motion for judgment as a matter of law on Southern's implied covenant of good faith and fair dealing claim. The court held, however, that the district court erred when it set aside the jury's verdict on Mountain Valley's claim for breach of the implied covenant of good faith and fair dealing. Accordingly, the court affirmed in part and reversed in part.

This case stemmed from a contractual arrangement known as a "cash-settled total return equity swap agreement" between the parties. The parties appealed the judgment of the district court finding defendants in violation of section 13(d) of the Williams Act, 15 U.S.C. 78m(d), and permanently enjoining them from future violations. The court considered only whether a section 13(d) violation occurred with respect to CSX shares owned outright by defendants acting as a group. Because the district court did not make findings sufficient to permit appellate review of a group violation of section 13(d) with respect to outright ownership of CSX shares, the court remanded for further consideration. An earlier order affirmed the denial of an injunction against the voting of shares acquired by defendants while they were not in compliance with section 13(d). The court explained that ruling on the ground that injunctive "sterilization" of shares was not available when shareholders had adequate time to consider the belated Williams Act disclosures before the relevant shareholder's vote. Accordingly, the court affirmed in part, vacated in part, and remanded in part.

This action arose from a technology-sharing relationship between plaintiffs and defendant where plaintiffs brought suit against defendant in January 2009 for, among other things, breach of contract based on defendant's alleged failure to perform its end of a bargain the parties had struck. Both parties filed cross motions for summary judgment. Having considered the parties' extensive submissions and their presentations at the argument held on March 1, 2011, the court decided to deny both motions because numerous issues of material fact remained in dispute. Nonetheless, the court made several summary judgment findings pursuant to Federal Rule of Civil Procedure 56(d) regarding certain discrete issues where the facts were without substantial controversy.

Alabama Title Loans, Inc., Accurate Adjustments, LLC and Kevin Sanders all appealed a trial court order that denied their motions to compel arbitration filed against them by Plaintiff Kimberly White. In 2009, Ms. White borrowed money from Alabama Title Loans (ATL), securing the loan with an interest in her automobile. ATL required Ms. White to surrender the title to the automobile. The title-loan agreement contained an arbitration clause. Ms. White subsequently paid off her loan and borrowed more money against her car several more times. In August 2009, Ms. White said she went to ATL ready to pay off her loan in full. In January 2010, ALT contracted with Accurate Adjustments to conduct a "self-help" repossession of Ms. White's automobile. The police were called, and Accurate and ATL were required to release the automobile when it could not produce the title they claimed gave them the right to repossess. Ms. White filed suit alleging multiple theories: assault and battery, negligence, wantonness, trespass, wrongful repossession and conversion. At trial, the court denied the title-loan parties' motion to compel arbitration without making any findings of fact. Based on the broad language of the arbitration clause in the title-loan agreements executed by Ms. White, the Supreme Court held that the trial court should have granted the title-loan parties' motions to compel arbitration. The Court reversed the trial court's decision and remanded the case for further proceedings.

In 2006, Appellant Yvan Safar contracted with developer Per Bjorn-Roli to construct a 12-unit condominium project. Appellee Wells Fargo agreed to finance the project. By early 2007, the developer paid Appellant the entire amount of his contract, and Wells Fargo disbursed the entire loan, but the units were not complete. Appellant allegedly used his own funds to meet his payroll needs on the project. The project overran its budget, and Wells Fargo had to foreclose. Appellant contended that the bank promised to reimburse him for monies he spent in contemplating the completion of the project. After trial, the superior court found that Wells Fargo made no enforceable promise to Appellant to reimburse him. Upon review, the Supreme Court found that the bank did not make any promise or commitment to Appellant sufficient to meet the "actual promise" element of promissory estoppel. Accordingly, the Court affirmed the lower court's dismissal of Appellant's case.

This case centered on a dispute between Jack Link and his two sons, Jay and Troy. Jack and Troy filed suit against Jay seeking specific performance of an agreement that would require Jay to surrender his shares in Link Snacks. Jay filed counterclaims alleging Jack and Troy had breached fidicuiary duties owed to Jay by squeezing Jay out of Link Snacks to buy Jay's shares. The circuit court (1) granted specific enforcement of the agreement; (2) concluded that Jay had not been oppressed by Jack and Troy; and (3) remitted the jury's punitive damages award against Jack for breaching fiduciary duties to Jay. The court of appeals granted Jack partial dismissal of Jay's appeal and reversed the circuit court order remitting the punitive damages award against Jack. The Supreme Court affirmed in part and reversed in part, holding (1) the circuit court erred in remitting the award of punitive damages against Jack; (2) the court of appeals properly rejected Jay's oppression claim; and (3) Jay did not, under the benefit-estoppel doctrine, waive his right to appeal the circuit court's decision to limit the evidence Jay could present regarding his theory of damages relating to his breach of fiduciary duty claims. Remanded.

After Clark and Sullivan Constructors (C&S), a general contractor, solicited bids for a public works project, Dynalectric, a subcontractor, submitted a bid to perform electrical work on the project. C&S incorporated Dynalectric's bid into its bid for the contract, and C&S was awarded the project. Subsequently, Dynalectric repudiated its obligations to C&S. C&S sued Dynalectric in district court under various theories of liability, including promissory estoppel. The district court entered judgment for C&S on its promissory estoppel claim and awarded C&S $2,501,615 in damages, which represented the difference between Dynaletric's bid and the amount C&S paid the three replacement contractors to complete the work. Dynalectric appealed, contending that the district court applied the incorrect measure of damages. The Supreme Court affirmed, holding (1) the determination of the appropriate measure of damages in any given case turns on considerations of what justice requires and the foreseeability and certainty of the particular damages award sought; and (2) the presumptive measure of damages for a general contractor that reasonably relies on a subcontractor's unfulfilled promise is the difference between the nonperforming subcontractor's original bid and the cost of the replacement subcontractor's performance.