Blaustein v. Lord Baltimore


Oral Argument
11/06/13 – 11/06/13

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In late 2001, Susan Blaustein and her sister Jeanne approached Louis Thalheimer about withdrawing from Lord Baltimore Capital Corporation before the expiration of a 10-year waiting period. In the ensuing discussions, contrary to Mr. Thalheimer’s pre-contracting representations, he and the other Thalheimer Shareholders sought to impose major price discounts for a stock redemption. Ms. Blaustein filed a complaint asserting three claims against Mr. Thalheimer and/or Lord Baltimore -– promissory estoppel, breach of fiduciary duty, and breach of the implied covenant of good faith and fair dealing. In this oral argument before the Delaware Supreme Court, the issue on appeal was whether the Court of Chancery erred in dismissing, and rejecting entire fairness review of, a proposed claim for breach of fiduciary duty, despite finding that Ms. Blaustein adequately pled a conflict of interest on the part of the controlling shareholders arising from their refusal to permit a corporate repurchase at variance with their valuation for personal tax purposes.


The judgment of the Court of Chancery was affirmed.


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