Norman v. Elkin — civil — reversal in part — Jordan

After the two shareholders in a company disagreed over the majority shareholder’s actions, the minority shareholder sued. “It was the beginning of a long and tortuous litigation trail,” the Third Circuit explained today in an opinion that won’t end that trail:

We conclude that the District Court erred in concluding that tolling of the statute of limitations is categorically inappropriate when a plaintiff has inquiry notice before initiating a books and records action in the Delaware courts. Accordingly, we will send most of the claims back to the District Court to determine whether tolling should have applied and, if so, whether any of the claims are nevertheless time-barred. We also conclude that the District Court erred when it vacated the jury’s award of nominal damages for one of Norman’s breach of contract claims. Finally, we hold that Norman’s fraud claim was not supported by sufficient proof of damages and we thus affirm judgment as a matter of law on that claim on the alternative grounds that Elkin has proposed.

Two interesting points:

• The opinion deemed waived two arguments that a party attempted to incorporate by reference from his district-court filings.
• Judge Shwartz disagreed with the panel’s disposition of one of the issues, but instead of writing separately the opinion included a footnote noting her “different perspective on this point.”

Joining Jordan were Smith and Shwartz. Arguing counsel were David Felice of Bailey and Glasser for one side and Steven Caponi of Blank Rome for the other.