Matthew v. Fläkt Woods Group SA
56 A.3d 1023
| Del. | 2012Background
- Appeal from a dismissal for lack of personal jurisdiction over a foreign defendant, Flákt Woods, in a conspiracy-related dispute.”
- “Conspirator acts may be attributed to others under the conspiracy theory of personal jurisdiction.”
- “Trial court held Flákt Woods lacked knowledge of a Delaware nexus prior to Aeosphere’s dissolution and dismissed.”
- “Aeosphere LLC was a Delaware LLC; its dissolution and subsequent actions affected the dispute.”
- “Complaint alleges misappropriation of Aeosphere assets and continued joint venture activities with Flákt Woods after dissolution.”
- “Court reverses, applying a broader due-process analysis and finding Delaware long-arm jurisdiction and a cognizable conspiracy nexus.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the long-arm statute reaches Flákt Woods. | Matthew; long-arm statute applies because Flákt Woods transacted business in Delaware. | Flákt Woods did not transact business in Delaware or have minimum contacts. | Yes; long-arm statute applies to the alleged conduct. |
| Whether Flákt Woods had minimum contacts with Delaware. | Flákt Woods should have known Aeosphere was Delaware and the conspiracy extended to Delaware. | No knowledge of Delaware nexus prior to dissolution. | Yes; Flákt Woods had knowledge or reason to know of the Delaware nexus before dissolution. |
| Whether the conspiracy continued after Aeosphere’s dissolution to satisfy Istituto Bancario’s elements. | Conspiracy continued post-dissolution via misappropriation and ongoing joint venture. | Conspiracy ended with dissolution. | Yes; the conspiracy continued and satisfied foreseeability requirement. |
Key Cases Cited
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (establishes minimum contacts framework for due process)
- Istituto Bancario Italiano, SpA v. Hunter Engineering Co., Inc., 449 A.2d 210 (Del. 1982) (adopts conspiracy theory of personal jurisdiction with five-part test)
- Matthew v. Laudamiel, 2012 WL 605589 (Del.Ch. 2012) (Delaware Chancery decision cited as background (WL))