Background
Plaintiffs Camden Foley and Samuel Bertain brought suit in the Delaware Court of Chancery against Session Corp. and two individual defendants, Esther Lenoir Ramirez and Vinh Pho. The Court of Chancery resolved the dispute against the plaintiffs following a trial, issuing a Post-Trial Opinion on September 9, 2025. Foley and Bertain appealed to the Delaware Supreme Court.
The Delaware Supreme Court received briefing from the parties and heard oral argument before Chief Justice Seitz and Justices Traynor and Griffiths. The panel’s review focused on whether the Court of Chancery’s post-trial ruling was in error.
The Court’s Holding
The Delaware Supreme Court affirmed the Court of Chancery’s judgment in full, adopting the reasoning set forth in that court’s September 9, 2025 Post-Trial Opinion. The Supreme Court’s order states that affirmance was appropriate on the basis of and for the reasons stated in that opinion.
Because the Supreme Court issued a summary affirmance order rather than a standalone opinion, the operative legal analysis remains the Court of Chancery’s Post-Trial Opinion. The appellate panel found no ground to disturb the trial court’s conclusions.
Key Takeaways
- The Delaware Supreme Court unanimously affirmed the Court of Chancery’s post-trial ruling in favor of Session Corp. and the individual defendants.
- The affirmance was issued by summary order, incorporating the trial court’s reasoning by reference rather than writing separately.
- Plaintiffs Foley and Bertain obtained no relief on appeal.
Why It Matters
This summary affirmance signals that the Delaware Supreme Court found the Court of Chancery’s analysis sufficiently sound to require no additional elaboration. For practitioners, the controlling authority on the merits is the Court of Chancery’s September 9, 2025 Post-Trial Opinion in C.A. No. 2023-0186.
The case serves as a reminder that Delaware’s appellate process permits the Supreme Court to affirm trial court judgments by order when the justices conclude the lower court’s reasoning speaks for itself, conserving appellate resources while giving full effect to the trial court’s findings.