BOILERMAKERS LOCAL 154 RET.FD. V. CHEVRON CORP.
73 A.3d 934 (2013)
NATURE OF THE CASE: Boilermakers (P) sued Chevron (D) over 'forum selection bylaws' that were adopted, designating Delaware for litigation relating to internal affairs and D filed a motion for judgment on the pleadings as to claims of statutory and contractual invalidity of the bylaws.
FACTS: Chevron (D) and FedEx (D) both adopted bylaws such that the forum for litigation related to internal affairs should be the Delaware Court of Chancery. The boards of both companies were empowered in their certificates of incorporation to adopt bylaws under 8 Del. C. 109(a). Ps are stockholders in Ds and they sued claiming the bylaws were beyond authority under the Delaware General Corporation Law. Also because they were unilaterally adopted by the boards using their power to make bylaws they could not be legally upheld under Zapata. Ds moved for judgment on the pleadings on the counts relating to the statutory and contractual validity of the bylaws.
ISSUE:
RULE OF LAW:
HOLDING AND
DECISION:
LEGAL ANALYSIS:
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