No RJT for BFD.

Central Laborers’ Pension Fund v. MacAfee, Inc., No. H039508 (D6 Nov. 15, 2017)

This case—a stockholder suit alleging a breach of fiduciary duty in connection with a merger—is interesting because 90 percent of it is decided under Delaware law, but the court elected to publish it anyway. Having done a number of similar cases in California state courts, that’s pretty useful.

But there’s also an issue about the right to jury trial. In Delaware, there would be no jury trial right for these cases, because they are heard in the Court of Chancery, a court of equity that doesn’t use juries. But, as the court notes, the jury trial issue is a question of California procedure, even when Delaware substantive law applies under the internal affairs doctrine. Under California law, a claim for breach of fiduciary duty is inherently equitable, even if the remedy sought includes damages along with injunctive relief. Plaintiffs thus didn’t have a right to a jury trial in this case and the trial court did not err by striking their jury demand.

Reversed in part.