Document: Duff v. Innovative Discovery LLC, C.A. No. 7599-VCP (Del. Ch. Dec. 7, 2012)

The Delaware Court of Chancery confirmed that it may exercise subject matter jurisdiction over matters which the Delaware Limited Liability Company Act (the “LLC Act”) specifies “may be brought in the Court of Chancery” regardless of whether the Court would otherwise have subject matter jurisdiction over such matters. In other words, the Court held that any action of a type enumerated in Section 18-111 of the LLC Act, may be brought in the Court of Chancery even if such action seeks no equitable relief or invokes no equitable rights. Further, once the Court of Chancery possesses jurisdiction by virtue of Section 18-111 of the LLC Act, the Court held that it may exercise subject matter jurisdiction over related claims even if the related claims are not equitable in nature. Section 18-111 of the LLC Act vests the Court of Chancery with subject matter jurisdiction over a number of types of actions, including proceedings to “interpret, apply or enforce the provisions of a limited liability company agreement, or the duties, obligations or liabilities of the limited liability company to the members or managers of the limited liability company[.]”