David A. Dorey concentrates his practice in all aspects of business and corporate/commercial litigation, from pre-litigation counseling on strategy and business resolution scenarios, to litigation through trial and appeals. Over the past 24 years, Mr. Dorey has assisted clients with:
· Corporate Litigation - public and private company matters (in Delaware and other jurisdictions): breach of corporate duties of care/loyalty and fiduciary duties, derivative suits, efforts to remove directors and appoint a corporate receiver (including a case involving a public company located in China, incorporated in Delaware), shareholder representation in private company disputes ("corporate divorce," enforcement of/defense against minority shareholder or member rights), and business valuation matters.
· Real Estate/Construction Litigation: breach of commercial lease and land purchase contracts, enforcement of land purchase/right of first refusal options, theft of customer lists/confidential information and breach of restrictive covenant actions, foreclosure, use and removal of lis pendens, deed restrictions, and complex commercial construction (construction contract formation, breach of construction contract, delay damages, "pay when paid" clauses, subcontractor Prompt Payment Act claims, change order claims, payment and performance bond matters, mechanics lien rights, architectural defects/disputes, and expert fault analysis).
· Business Dispute/Business Tort/Commercial Litigation: pure commercial breach of contract actions, Uniform Commercial Code disputes, post-merger/acquisition/sale of assets litigation (breach of representations and warranties, fraudulent valuation of assets, related intellectual property issues, post-acquisition asset distribution disputes, post-acquisition ownership of attorney-client privilege, and forum selection clause drafting and enforcement), fraudulent inducement claims, consumer fraud actions (including class actions), fraudulent concealment of evidence (spoliation of evidence) claims, civil RICO, and declaratory judgment actions.
· Bankruptcy Litigation: involved in several aspects of the adversary action process, including fraudulent transfer/fraud litigation, preference actions, and efforts to obtain standing (including supporting and adverse expert discovery and trial presentation of cost-benefit analysis as part of the process).
· Consumer Financial Services Litigation: represents residential mortgage loan servicers and lenders in litigation in state and federal courts in numerous jurisdictions across the country. Claims he handles include those that relate to residential mortgage loan interests, contested foreclosure and servicing issues, including securitization and standing, claims of wrongful foreclosure, violations of TILA and RESPA and related federal and state consumer protection laws, improper mortgage loan assignment and holder in due course issues, wrongful eviction, loan modifications, lien priority, title claims, fraud, tax sales, and related servicing issues.
Representative Matters
Corporate Litigation:
· Successfully defended a Chinese company incorporated in Delaware in Delaware Chancery Court/expedited proceedings by a shareholder/creditor seeking an appointment of receiver under Delaware law.
· Achieved an excellent result for a controlling shareholder in a corporate dissolution matter after a five-month trial through a successful defense against claims of shareholder oppression, and secured a fair business valuation for buyout without the inflationary influence of the selling shareholder's oppression claims.
· Advised client on strategy to enforce rights and seek separation as a member of an LLC that distributed technology to educators.
· Obtained a writ of attachment to attach public company stock given to purchase an insurance agency, the owners of which had overstated the agency's assets/value; the stock had doubled in value and the court required the stock to be relinquished to an attorney to hold in escrow until the completion of the suit.
· Advised corporate client on properly responding to 10% shareholder challenge to majority shareholder in construction claims consulting firm, leading to avoidance of litigation.
· Represented a New Jersey real estate developer in federal court in a civil RICO and oppressed minority shareholder action. Achieved dismissal of RICO claims and then defended an underlying shareholder oppression case in state court, achieving the separation/buyout of a minority shareholder.
Real Estate/Construction Litigation:
· Represented a New Jersey real estate agency in a claim against a former agent and the agent's subsequent agency for breach of contract, tortious interference with contract, and other commercial claims. Attained a favorable verdict in the same case on a separate, subsequently tried claim against both defendants for fraudulent and intentional concealment of evidence.
· Represented a New Jersey real estate developer in an action to enforce right of first refusal to purchase land for a shopping center.
· Represented a large commercial tenant in a declaratory judgment action in New Jersey state court seeking a proper interpretation of the consent to assignment clause under a 99-year land lease.
· Defended a general contractor in a claim for delay damages based on alleged improper sequencing and management of the construction schedule, resulting in delays and a failure to pay the subcontractors. The contract portion of the case was settled after the court dismissed the delay claims based on the "no damages for delay" language in the contract.
· Defended a general contractor in federal court in Pennsylvania on a $1.7 million claim by a subcontractor for the delay and extra costs. The case settled very favorably after winning a summary judgment in a published opinion, which eliminated most damages based on execution of lien waivers and releases in exchange for progress payments throughout the job.
· Represented an electrical subcontractor in arbitration under the American Arbitration Association Construction rules conducted in Virginia to establish the existence of a construction contract and recover the costs and expenses for extra work on the project.
· Emergently protected a client's right to purchase a shopping center and prevent the center's sale to a third party by filing a breach of contract suit in federal court in Maryland, and immediately filing against the property a lis pendens to place other purchasers on notice of the client's claim and right to the property. Prevented a pending third-party sale and negotiated a settlement for the client that resulted in the client purchasing the property at close to the original purchase price less than six months after suit was filed.
· Represented an entity in New Jersey in an action to establish the existence of a contract and enforce the right of first refusal to purchase quarry for a commercial soil disposal business.
· Prevented an imposition in New Jersey state court of an injunction to shut down a retail store in a shopping center based on an alleged violation of a non-competition clause in the lease.
· Represented a construction company in a case against a governmental entity involving a $202 million design-build project for the construction of a prison. The claim comprised increased construction costs arising from an eight-month delay due to a bid protest by a failed bidder. The case settled favorably during trial.
Business Dispute/Business Tort/Commercial Litigation:
· Represented in Delaware Chancery Court a seller of assets of a private company in a post-acquisition action brought by an acquirer for breach of representations and warranties, fraud and other claims, and represented the client in affirmative claims against the acquirer and officers for a breach of employment agreement and action seeking to compel the return of the stock.
· Represented a large retail services franchisor in a national consumer fraud class action initiated in New Jersey federal court.
· Represented a technology company in federal court in Virginia to recover replacement costs in a claim of faulty industrial battery installation at a customer data center located in Georgia.
· Represented in New Jersey state court a seller of assets of a privately-held industrial protective suit company in contentious post-closing litigation with both sides claiming a breach of the asset purchase agreement regarding compensation terms, assumption of liability terms, assignment terms, and the contractual interpretation of numerous provisions of Asset Purchase Agreement and ancillary documents.
· Defended a software company in federal court in North Carolina against a $10 million claim for fraud, unconscionable business practices, breach of contract, breach of warranty, and civil conspiracy claims, among others. Extensive discovery and motion practice successfully reduced the plaintiff's claimed damages to the contractually limited amount of money they paid to license the software program-$120,000. The case later settled for substantially less.
· Represented a physician in an appeal to a hospital board for disciplinary action imposed by the hospital.
Bankruptcy Litigation:
· Represented a creditors' committee in bankruptcy court in Delaware in the discovery, expert discovery, and evidence compilation and presentation (through motion and hearing) in an effort to obtain a standing to pursue action for avoidance of liens exceeding $60 million dollars.
· Represented (with co-counsel in bankruptcy court in Delaware) a creditors' committee (and later, litigation trust) in pursuing a breach of fiduciary duty/fraud complaint against former officers and directors of a bankrupt Delaware entity.
Memberships
Delaware State Bar Association
New Jersey State Bar Association
Philadelphia Bar Association
Events
GOOD DEALS GONE BAD: A LITIGATOR'S HINDSIGHT IS ALWAYS 20-20
[Event]
Marvin Comisky Conference Center, One Logan Square, Philadelphia, PA
December 6, 2007
Francis X. Crowley, David A. Dorey, Alan M. Freeman, Gary R. Goldenberg, Margaret Anne Hill, Jonathan M. Korn, et al.
Publications
EVOLUTION OF THE BROPHY INSIDER TRADING CLAIM: EXPANDING OR REAFFIRMING THE DUTY OF LOYALTY?
[Article]
Special to the Delaware Business Court Insider
August 17, 2011
David A. Dorey and Elizabeth A. Sloan
CHINA MEDIA EXPRESS: THE STOCKHOLDER'S RIGHT TO ACCESS BOOKS AND RECORDS
[Alert]
Delaware Corporate Advisory
June 2011 (No. 1)
Steven L. Caponi and David A. Dorey
News
BLANK ROME LAUNCHES CHINA COMPANY SECURITIES LITIGATION TASK FORCE
[Press Release]
July 25, 2011
Barry H. Genkin, James T. Smith, Dawn M. Bernd-Schulz, Nigel J. Binnersley, Sheila E. Branyan, Steven L. Caponi, et al.