Background
Brian Jones brought a books-and-records action against FON Holdings, LLC under 8 Del. C. § 220 in the Delaware Court of Chancery.
The Court of Chancery determined that Jones was the “prevailing party” and awarded him attorney fees and costs under a contractual fee-shifting provision. FON Holdings appealed that award to the Delaware Supreme Court.
The Court’s Holding
The Delaware Supreme Court affirmed the Court of Chancery’s judgment on the basis of its June 9, 2025 letter opinion.
The parties agreed that the prevailing-party determination was subject to review for abuse of discretion. The Supreme Court found no abuse of discretion in the Court of Chancery’s determination that Jones prevailed in the books-and-records action.
Key Takeaways
- A prevailing-party determination for purposes of the contractual fee-shifting provision was reviewed for abuse of discretion.
- The Supreme Court found no abuse of discretion in treating Jones as the prevailing party.
- The award of attorney fees and costs to Jones was affirmed.
Why It Matters
The order confirms that Delaware appellate review of the prevailing-party determination at issue was deferential. Because the Court of Chancery stayed within its discretion, its contractual award of attorney fees and costs remained in place.