One of the key values that Delaware Chancery Court upholds is finality. The court expects plaintiffs to present their best case from the start, with well-researched, fully developed allegations. If a complaint is legally deficient, Chancery’s streamlined rules limit a plaintiff’s ability to make multiple revisions, unlike in some other courts where liberal amendment practices give plaintiffs more latitude to adjust their claims.
Consider a typical scenario: you file a complaint in Chancery Court, but the defendant challenges it by filing a motion to dismiss. At this point, Delaware Chancery’s Rule 15(a)(5) requires you to make a critical decision—amend your complaint before the motion is heard or proceed with your original filing and oppose the motion to dismiss. If you choose not to amend and the court grants the motion, the dismissal will be with prejudice unless the court specifically orders otherwise and finds good cause to dismiss without prejudice. Meeting this high bar of “good cause” is rare; in most cases, the door will close for good once the motion is granted.
Suppose you decide to amend your complaint, presenting what you believe to be stronger allegations. But if the court still finds the amended complaint legally insufficient, Delaware’s emphasis on finality comes into play. Here, dismissal will again be with prejudice unless you are able to meet the “good cause” high bar discussed in the prior paragraph.
Chancery Court expects plaintiffs to bring a well-prepared case initially, with the understanding that it’s likely their only chance to get the claims right. Why does Delaware take this approach? The Chancery Court is highly specialized and has a heavy caseload of complex corporate matters. Its reputation for speed and decisiveness is built on a disciplined approach to procedure, expecting plaintiffs to have their facts and arguments fully formulated from the outset. This not only helps prevent undue delays but also minimizes the cost and disruption of prolonged litigation for all parties involved. A business owner entering Chancery Court should be disavowed of the notion that motions to dismiss will give their lawyer a chance to “get it right” through multiple attempts.
In Delaware, your first amendment is likely your only one, and Chancery expects that amendment to be definitive. So, while Delaware Chancery is an excellent forum for business disputes, particularly for cases requiring deep knowledge of corporate governance and fiduciary duties, it also demands a high level of preparation and commitment from plaintiffs. For business owners considering Delaware Chancery as their venue, this means understanding the trade-off: the court’s expertise and efficiency are unmatched, but they come with a strict expectation of readiness. Plaintiffs who find their complaints dismissed with prejudice often learn the hard way that Delaware’s focus on finality is as much a part of its DNA as its authority on corporate law.
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