                         COURT OF CHANCERY
                               OF THE
                         STATE OF DELAWARE

 JOHN W. NOBLE                                      417 SOUTH STATE STREET
VICE CHANCELLOR                                     DOVER, DELAWARE 19901
                                                   TELEPHONE: (302) 739-4397
                                                   FACSIMILE: (302) 739-6179

                              August 25, 2014



Kevin W. Gibson, Esquire              Barry M. Willoughby, Esquire
Gibson & Perkins P.C.                 Young Conaway Stargatt
1326 King Street                            & Taylor, LLP
Wilmington, DE 19801                  100 North King Street
                                      Wilmington, DE 19801

John D. Balaguer, Esquire             William J. Cattie, III, Esquire
White and Williams LLP                Rawle & Henderson LLP
824 N. Market Street, Suite 902       300 Delaware Avenue, Suite 1015
Wilmington, DE 19801                  Wilmington, DE 19801

                   Bradley P. Lehman, Esquire
                   Zarwin Baum DeVito Kaplan Schaer Toddy P.C.
                   1000 North West Street, Suite 1200
                   Wilmington, DE 19801

      Re:   CCC Atlantic, LLC v. Grey
            C.A. No. 8739-VCN

Dear Counsel:

      In a July 3, 2014 letter accompanying the letter opinion dismissing

Plaintiff’s fiduciary duty claims, the Court inquired as to whether it should

retain jurisdiction of the remaining claims that could be handled at law.
CCC Atlantic, LLC v. Grey
C.A. No. 8739-VCN
August 25, 2014
Page 2


Plaintiffs moved for reargument; when that motion was denied, the Court

again requested Plaintiffs’ views on retention of jurisdiction. No response to

that inquiry has been received. Intervenor The Bancorp Bank wrote on

July 25, 2014, urging the Court to retain jurisdiction under the cleanup

doctrine.1

      Reliance on the cleanup doctrine is a matter for the Court’s

discretion.2 In this instance, with the dismissal of the equitable claims, there

is no good reason to retain jurisdiction. The other issues in this litigation,

generally in the nature of malpractice, are properly resolved in the Superior

Court. This action is in its early stages, and no prejudice would result from

the action’s transfer to a law court. Accordingly, the Court declines to retain

jurisdiction under the cleanup doctrine or any other grounds.




1
  Letter of Bradley P. Lehman, Esq., dated July 25, 2014. One reason offered for
the Court’s retaining jurisdiction was that Bancorp planned to file a related action
in this Court, and, thus, judicial economy might be served by keeping this case
here. I am not aware of the filing of any such action.
2
  Donald J. Wolfe, Jr. and Michael A. Pittenger, Corporate and Commercial
Practice in the Del. Ct. of Chancery § 2.04 (2013).
CCC Atlantic, LLC v. Grey
C.A. No. 8739-VCN
August 25, 2014
Page 3


      Therefore, this action is dismissed for lack of subject matter

jurisdiction. Plaintiffs, if they so choose, may seek to transfer this action to

the Superior Court within sixty days in accordance with 10 Del. C. § 1902.

      IT IS SO ORDERED.

                                        Very truly yours,


                                        /s/ John W. Noble
JWN/cap
cc: Register in Chancery-K
