David A. Dorey
|Wilmington, DE||v. +1.302.425.6418||f. +1.302.425.6464|
- Main Narrative
David Dorey is a business/corporate trial lawyer. He proactively works to promptly solve his clients’ business and legal problems, and he employs efficient, creative and effective litigation strategies when his clients need them. Mr. Dorey focuses on all aspects of business and corporate/commercial litigation, from pre-litigation counseling on strategy and business resolution scenarios, to litigation through trial and appeals. His deep understanding of his client’s business, culture, values, and of the importance of early, productive solutions to disputes distinguish his practice. He combines these attributes with an uncompromising passion, loyalty and drive to achieve the best and quickest resolution possible so that the client can return to growing their business. He always “has his client’s back.”
Over the past 30 years, Mr. Dorey has assisted clients with:
- Corporate Litigation: public and private company matters (in Delaware and other jurisdictions): breach of duties of care/loyalty and fiduciary duties, derivative suits, efforts to remove directors/appoint corporate receiver (including China-based companies incorporated in Delaware), private company disputes (“corporate divorce,” enforcement of/defense against minority shareholder or member rights), LLC/alternative entity member rights, and business valuation matters.
- Real Estate/Construction Litigation: breach of commercial lease and land purchase contracts, enforcement of land purchase/right of first refusal options, theft of customer lists/confidential information and breach of restrictive covenant actions, foreclosure, use and removal of lis pendens, deed restrictions; complex commercial construction (construction contract formation, breach of construction contract, delay damages, “pay when paid” clauses, subcontractor Prompt Payment Act claims, change order claims, payment and performance bond matters, mechanics lien rights, architectural defects/disputes, and expert fault analysis).
- Business Dispute/Business Tort/Commercial Litigation: pure commercial breach of contract actions, Uniform Commercial Code disputes, post-merger/acquisition/sale of assets litigation (breach of representations and warranties, fraudulent valuation of assets, related intellectual property issues, post-acquisition asset distribution disputes, post-acquisition ownership of attorney-client privilege, and forum selection clause drafting and enforcement), fraudulent inducement claims, consumer fraud actions (including class actions), fraudulent concealment of evidence (spoliation of evidence) claims, civil RICO, and declaratory judgment actions.
- Represented minority member of Delaware LLC involved in energy construction business to achieve immediate status quo order in expedited proceedings in Delaware Court of Chancery, reinstating client to management of the business, followed by negotiated, mutually beneficial separation of client from LLC.
- Worked with Houston partner to achieve TRO in Texas state court on behalf of public company against Maryland business partners based on non-competition and non-solicitation agreements in connection with client’s acquisition of Maryland practice, followed by confidential resolution.
- Represented namesake of Delaware Non-stock Corporation through appeal before the Delaware Supreme Court on expedited Section 225 action in Delaware’s Court of Chancery to determine proper members of the Board of Directors.
- Represented mortgage assignee before Delaware Supreme Court on unique foreclosure standing issue.
- Represented in Delaware Court of Chancery a seller of assets of a private company in a post-acquisition action brought by an acquirer for breach of representations and warranties, fraud and other claims, and represented the client in affirmative claims against the acquirer and officers for a breach of employment agreement and action seeking to compel the return of the stock.
- Represented individual, through mediated resolution, alleging in Delaware’s Superior Court the right to commission on corporate acquisition.
- Represented individual in obtaining desired New Jersey business separation and investment recovery, initially securing and then enforcing commercial tenancy injunction to secure cooperation from resistant majority owner in negotiating final business separation.
- Represented note and mortgage holder in achieving Court dismissal in Delaware’s Superior Court of borrower challenges to client’s right to foreclose.
- Represented Chinese company incorporated in Delaware in Delaware Court of Chancery expedited proceedings by a shareholder/creditor seeking an appointment of receiver under Delaware law.
- Represented directors of selling corporations in various merger or sale-related actions for breach of fiduciary duty related to deal disclosures, ancillary sale-related benefits for directors, etc.
- Achieved desired separation for a controlling shareholder in a corporate dissolution matter after a five-month trial through a successful defense against claims of shareholder oppression, and secured a fair business valuation for buyout without the inflationary influence of the selling shareholder’s oppression claims.
- Obtained a writ of attachment for public company shares given to purchase a business entity, the owners of which were alleged to have overstated the agency’s assets/value; despite stock’s intervening increase in value, the court required the tendered shares to be relinquished to an attorney to hold in escrow until the completion of the suit.
- Advised corporate client on properly responding to 10% shareholder challenge to majority shareholder in construction claims consulting firm, leading to avoidance of litigation.
- Represented a New Jersey real estate developer in federal court in a civil RICO and oppressed minority shareholder action. Achieved dismissal of RICO claims and then defended an underlying shareholder oppression case in state court, achieving the separation/buyout of a minority shareholder.
Real Estate/Construction Litigation:
- Represented a New Jersey real estate developer in an action to enforce right of first refusal to purchase land for a shopping center.
- Defended a general contractor in a claim for delay damages based on alleged improper sequencing and management of the construction schedule, resulting in delays and a failure to pay the subcontractors. The contract portion of the case was settled after the court dismissed the delay claims based on the “no damages for delay” language in the contract.
- Defended a general contractor in federal court in Pennsylvania on a $1.7 million claim by a subcontractor for the delay and extra costs. The case settled after client prevailed in summary judgment motion (published opinion), which ruling eliminated most damages based on execution of lien waivers and releases in exchange for progress payments throughout the job.
- Represented a New Jersey real estate agency in claim against former agent and the agent’s subsequent agency for breach of contract, tortious interference with contract, and other commercial claims. Attained a favorable verdict in the same case on a separate, subsequently tried claim against both defendants for fraudulent and intentional concealment of evidence.
- Represented an electrical subcontractor in arbitration under the American Arbitration Association Construction rules conducted in Virginia to establish the existence of a construction contract and recover the costs and expenses for extra work on the project.
- Emergently protected a client’s right to purchase a shopping center and prevent the center’s sale to a third party by filing a breach of contract suit in federal court in Maryland, and immediately filing against the property a lis pendens to place other purchasers on notice of the client’s claim and right to the property. This prevented a pending third-party sale and led to negotiations that resulted in the client purchasing the property at close to the original purchase price less than six months after suit was filed.
- Represented an entity in New Jersey in an action to establish the existence of a contract and enforce the right of first refusal to purchase quarry for a commercial soil disposal business.
- Prevented an imposition in New Jersey state court of an injunction to shut down a retail store in a shopping center based on an alleged violation of a non-competition clause in the lease.
- Represented a construction company in a case against a governmental entity involving a $202 million design-build project for the construction of a prison. The claim comprised increased construction costs arising from an eight-month delay due to a bid protest by a failed bidder.
Business Dispute/Business Tort/Commercial Litigation:
- Tried to jury verdict in federal court, North Carolina breach of contract claim for soft ballistic vest manufacturer; enforced oral contract under the Uniform Commercial Code specially manufactured goods exception.
- Tried to jury verdict in federal court, Missouri defense of ballistic vest manufacturer in breach of exclusive agreement claim and successful counterclaim for breach of contract.
- Defended a New Jersey software company in federal court in North Carolina against a $10 million claim for fraud, unconscionable business practices, breach of contract, breach of warranty, and civil conspiracy claims, among others; successfully enforced contractual limitation of damages provision reducing plaintiff’s claimed damages to the fees paid to license the software program. The case then settled.
- Represented a large retail services franchisor in a national consumer fraud class action initiated in New Jersey federal court.
- Represented a technology company in federal court in Virginia to recover replacement costs in a claim of faulty industrial battery installation at a customer data center located in Georgia.
- Represented in New Jersey state court a seller of assets of a privately-held industrial protective suit company in contentious post-closing litigation with both sides claiming a breach of the asset purchase agreement regarding compensation terms, assumption of liability terms, assignment terms, and the contractual interpretation of numerous provisions of Asset Purchase Agreement and ancillary documents.
COMMUNITY SERVICE & AFFILIATIONS
Mr. Dorey is a member of the Litigation and Corporate Law Sections of the Delaware State Bar Association, and the President/Chair of The First Tee of Delaware, an organization that provides educational programs to young people that build character, instill life-enhancing values, and promote healthy choices through the game of golf.