Quimbee logo
DMCA.com Protection Status

NAF Holdings, LLC v. Li & Fung (Trading) Limited

118 A.3d 175 (2015)

Case BriefRelatedOptions
From our private database of 28,500+ case briefs...

NAF Holdings, LLC v. Li & Fung (Trading) Limited

Delaware Supreme Court

118 A.3d 175 (2015)

Facts

NAF Holdings, LLC (plaintiff) sought to acquire another company and contracted Li & Fung (Trading) Limited (defendant) as sourcing agent—a condition necessary to its financing. NAF created two subsidiaries that entered a merger with the target requiring the subsidiaries to purchase the target’s stock. Then Li & Fung allegedly refused to act as sourcing agent, upending NAF’s financing. NAF claimed a $30 million loss as a result. NAF’s subsidiaries settled and released all claims against the target and agreed not to bring or support any action based on the failed merger. Neither NAF itself nor Li & Fung were parties to that settlement and release. NAF then sued Li & Fung for breach of contract. Li & Fung argued NAF had to bring a derivative action on behalf of its subsidiaries, which was barred by the release. The trial court granted summary judgment, reasoning that Delaware case law required NAF to bring a derivative suit because it incurred the losses in its capacity as the 100-percent shareholder of its subsidiaries. NAF appealed to the Second Circuit, arguing that the case law applied only to claims against corporate directors for breach of fiduciary duties, not commercial contract claims. The Second Circuit asked the Delaware Supreme Court to determine the issue.

Rule of Law

Issue

Holding and Reasoning (Strine, C.J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 545,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials
  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 545,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 28,500 briefs, keyed to 983 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 545,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 28,500 briefs - keyed to 983 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership