Commercial Law Counseling

Delaware Unclaimed Property Law Update (2/10/2012)

Delaware Court of Chancery Grants Delaware’s Motion Against Staples, Inc. For Partial Judgment on the Pleadings – Rebates Issues as Checks or Credits Constitute Unclaimed Property and Are Thus Not Barred by any Statute of Limitations

On February 2, 2012, the Delaware Court of Chancery issued an important ruling in the ongoing unclaimed property litigation between Staples, Inc. (“Staples”) and the State of Delaware (“Delaware” or the “State”), granting the State’s motion for partial judgment on the pleadings and denying Staples’s cross-motion. Chancellor Strine determined that rebates, which Staples’s counsel conceded at the December 19, 2011 oral argument are issued in the form of checks or credits, are included in the definition of “property” in 12 Del. C. § 1198(11) as either “bills of exchange” or “credits.” Because “rebates consist of specifically enumerated items of property under § 1198(11),” “the State’s claims cannot be barred by any statute of limitations.”

Click here for the full story and access to the full Opinion. (PDF 508 KB)

Delaware Unclaimed Property Law Update (1/5/2012)

Third Circuit Affirms District Court, Rejects New Jersey's "Place-Of-Purchase Presumption" As Contrary To Established Priority Rules

On January 5, 2012, the United States Court of Appeals for the Third Circuit issued an opinion in New Jersey Retail Merchants Association v. Sidamon-Eristoff (the “Opinion”), the ongoing litigation challenging certain 2010 amendments to New Jersey’s unclaimed property statute.

Click here for the full story and access to the full Opinion. (PDF 739 KB)

Delaware Unclaimed Property Law Update (11/17/2011)

Parties Complete Briefing on UCC Issue in Staples Case; State Also Files Motion to Compel

Staples, Inc. and the State of Delaware have completed their briefing on the issue of whether Staples’s rebates related to the sale of goods are unclaimed property. Oral arguments are scheduled for December 19, 2011 in the Delaware Court of Chancery.

Click here for the full story and access to all of the relevant pleadings. (PDF 533 KB)

Delaware Unclaimed Property Law Update (8/24/2011)

Delaware Files Motion Against Staples For Partial Judgment on the Pleadings

The State of Delaware has filed a motion for partial judgment on the pleadings in the ongoing Staples litigation in the Delaware Court of Chancery. Delaware's August 17, 2011 motion and supporting brief take issue with Staples' argument that Delaware's Uniform Commercial Code (DUCC) "trumps" Delaware’s unclaimed property law.

Click here for the complete story. (PDF 420 KB)

Delaware Alternative Entities Update (8/9/2011)

Legislative Developments in Delaware's "Alternative Entities"

In its latest session, the Delaware legislature enacted several amendments to Delaware's four "alternative entity" statutes - the Delaware Limited Liability Company Act ("DLLCA"), the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), the Delaware Revised Uniform Partnership Act ("DRUPA") and the Delaware Statutory Trust Act ("DSTA").

Please click here for the complete story. (PDF 443 KB)

Delaware Unclaimed Property Law Update (7/5/2011)

Delaware Introduces Unclaimed Property Legislation, Would Reduce "Look-Back" Period and Require Request for Payment Within 3 Years

Legislation that would significantly reduce Delaware’s “look-back” period for enforcement of its unclaimed property laws and require the State Escheator to request payment for past due property within three years of the filing of a report was introduced last week in the Delaware General Assembly.

Please click here for the complete story. (PDF 384 KB)

Delaware Unclaimed Property Law Update (6/7/2011)

Vice Chancellor Leo Strine Rules From the Bench Against Staples, Permits Delaware To File Its Supplemental Counterclaim

Following a 20-minute oral argument the afternoon of Tuesday June 7, 2011, Vice Chancellor Leo Strine of the Delaware Court of Chancery issued a bench ruling granting the State of Delaware's motion for leave to file a supplemental counterclaim in the ongoing litigation over the State's unclaimed property audit of Staples.

Please click here for the complete story. (PDF 411 KB)

Delaware Unclaimed Property Law Update (5/5/2011)

Delaware Submits Reply Brief in Staples Chancery Court Litigation; Court Now Reviewing Submissions

On April 26, 2011, Delaware submitted its reply brief in support of its motion to file a supplemental counterclaim against Staples in the Court of Chancery. Delaware asserts that its supplemental counterclaim is not delayed, that the supplemental counterclaim relates to the same subject matter as its original counterclaim, and that (contrary to Staples' statements to the Court) the discovery process for the original counterclaim is not near completion. The State also asserts that Staples' conduct required the State to bifurcate this audit.

Based on our experience, we anticipate that the Court would rule on this matter in or before mid-July, and perhaps much sooner. We will provide an update as soon as the Court issues its ruling.

Please click here for a copy of Delaware's reply brief. (PDF 58 KB)

Delaware Unclaimed Property Law Memo (4/19/2011)

On April 6, 2011, Delaware filed a motion for leave to file a supplemental verified counterclaim against Staples in the Delaware Court of Chancery (C.A. 5447-VCS). The supplemental counterclaim seeks an order from Vice Chancellor Strine that would require Staples, in the context of Delaware’s current active unclaimed property audit of the company, to comply fully with the State’s examination requests brought pursuant to Section 1155 of Delaware’s unclaimed property law.

Click here for a more complete description of the Staples litigation, including links to Delaware’s Motion, Delaware’s Supplemental Verified Counterclaim, and Staples’ Response (PDF 429 KB)