Delaware, Insouciance, and an Appropriate Judicial Disposition: The Case of Inter-Tel

Chancellor Strine likes to use colorful language.  It sometimes makes his often very long opinions slightly easier to read.  But occasionally the comments and references display an inappropriate judicial disposition.  Take Mercier v. Inter-Tel, 929 A.2d 786 (Del. Ch. 2007), a 68 page tome.   The case was brought by a shareholder alleging that the board had improperly rescheduled a shareholder meeting.

It is apparent from the opinion that Chancellor Strine has only marginal patience with the plaintiff, Vernon Mercier.  As he notes in footnote 5 (there are 90 footnotes in all):

• Mercier has been litigating against the Inter-Tel board for several years now, pressing claims that arise out of actions taken by the board during a lengthy period of internal strife.  I have neither the time nor the need to describe the prior claims Mercier has made.

On the one hand, this is fortunate.  The opinion is long enough as it is.  On the other hand, the tone is unnecessarily dismissive.  Moreover, some kind of summary of the claims probably would have fallen to a law clerk, imposing only marginal restraints on Chancellor Strine's time. 

Nor did the court like plainitiff's legal arguments.  Plaintiff objected to the right of the board to cancel a shareholder meeting solely because it was losing as a "slippery slope."  Chancellor Strine described the language in a demeaning manner, calling it the "tritest of legal phrases."  Of course, his response to the trite suggestion was that shareholders should not worry.  The power of equity was sufficient to police the behavior.  Few if any shareholders would likely take much comfort from such a response.  

Bad enough that the Delaware courts by their decisions evidence an anti-shareholder bias.  The tone and language of some opinions likewise makes the bias clear.