Parfi Holding AB v. Mirror Image Internet, Inc.
Delaware Supreme Court
817 A.2d 149 (2002)
Relevant factsFree
Minority stockholders of Mirror alleged that majority stockholder Xcelera issued itself discounted stock to increase its ownership stake and then used that control to advance its own interests; after a Swedish arbitration under the stock purchase agreement's broad arbitration clause awarded damages only to one minority party based on a separate consent promise, Parfi sued Xcelera for breach of fiduciary duty in Delaware, and the Court of Chancery held the arbitration clause covered that claim too.
IssueFree
Whether, under Delaware law, the claims of a minority shareholder for breach of fiduciary duty are subject to the binding arbitration clause of the contract for the purchase of shares.