Delaware State Court Class Action Complaint (Chancery Stockholder / Superior Court Consumer)

CLASS ACTION COMPLAINT (DELAWARE STATE COURT)

TRACK SELECTION

☐ TRACK 1 — Court of Chancery Stockholder Class Action (use Sections I-A through VIII-A below)

☐ TRACK 2 — Superior Court Consumer Class Action under DCFA (use Sections I-B through VIII-B below)

TRACK 1: COURT OF CHANCERY STOCKHOLDER CLASS ACTION

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

C.A. No.: [________________________________]

Vice Chancellor: [________________________________]

VERIFIED CLASS ACTION COMPLAINT (STOCKHOLDER)

Plaintiff [________________________________] ("Plaintiff"), by and through undersigned counsel, individually and on behalf of all other similarly situated stockholders of [________________________________] (the "Company"), brings this Verified Class Action Complaint against the above-named defendants and alleges upon personal knowledge as to matters concerning Plaintiff, and upon information and belief, including the investigation of counsel and review of publicly available information, as to all other matters, as follows:

I-A. NATURE OF THE ACTION

1. This is a stockholder class action challenging [________________________________] [describe transaction: merger, going-private transaction, controller squeeze-out, recapitalization, charter amendment, etc.] by which Defendants [breached their fiduciary duties of care, loyalty, and/or good faith / aided and abetted the breach thereof] in connection with [________________________________].

2. Plaintiff brings this action under Court of Chancery Rule 23 on behalf of a class of stockholders of [________________________________] who were harmed by Defendants' conduct.

3. Plaintiff seeks declaratory and injunctive relief, rescission and/or rescissory damages, quasi-appraisal damages, equitable accounting, and such other equitable relief as the Court deems just and proper, together with attorneys' fees and expenses under the common-fund and corporate-benefit doctrines.

II-A. JURISDICTION AND VENUE

4. This Court has subject-matter jurisdiction over this action because Plaintiff seeks equitable relief, including declaratory and injunctive relief, rescission, and an equitable accounting, and because the action arises out of breaches of fiduciary duty owed under Delaware law — claims traditionally heard in equity. 10 Del. C. §§ 341, 342.

5. This Court has personal jurisdiction over Defendant [Corporation] because it is incorporated under the laws of the State of Delaware. 8 Del. C. § 131. This Court has personal jurisdiction over the individual Defendants pursuant to 10 Del. C. § 3114 because each is a director and/or officer of a Delaware corporation and consented to jurisdiction by accepting that position.

6. Venue is proper in the Court of Chancery because [Corporation] is a Delaware corporation and Defendants' alleged breaches of fiduciary duty implicate Delaware's internal-affairs doctrine, which is governed exclusively by Delaware law.

III-A. PARTIES

A. Plaintiff

7. Plaintiff [________________________________] is and has been at all relevant times a stockholder of [Corporation]. Plaintiff held [_______] shares of [Corporation] common stock continuously from [__/__/____] through the date of [the challenged transaction / filing of this Complaint].

B. Defendants

8. Defendant [Corporation] is a Delaware corporation with its principal executive offices at [________________________________].

9. Defendant [________________________________] is, and was at all relevant times, a director and/or officer of [Corporation]. As such, [he/she] owed fiduciary duties of care, loyalty, and good faith to [Corporation]'s stockholders.

10. Defendant [Controlling Stockholder / Acquirer / Aider-and-Abettor] is a [________________________________] and [describe relationship and basis for liability under Cinerama, Mills Acquisition, or aiding-and-abetting doctrine].

11. [Add additional defendants as applicable.]

IV-A. FACTUAL ALLEGATIONS

A. Background and the Company

12. [________________________________] [describe Corporation, its business, stockholder base, and pre-transaction governance].

B. The Challenged Transaction

13. [________________________________] [describe transaction terms, timing, deal protections (no-shop, matching rights, termination fee), price/exchange ratio, conflict-of-interest features].

14. [________________________________] [describe the process: special committee independence, financial advisor independence, controller dynamics, market check (if any)].

C. Defendants' Breaches of Fiduciary Duty

15. The Board approved the challenged transaction notwithstanding [conflicts of interest / inadequate process / inadequate price / coercive structure], thereby breaching its duties of [loyalty / care / good faith].

16. [________________________________] [describe disclosure deficiencies in proxy/information statement, where applicable, with citations to specific omissions/misstatements].

17. The challenged transaction is subject to heightened standards of review under Delaware law: ☐ Revlon, ☐ Unocal, ☐ MFW-conditioned entire fairness, ☐ entire fairness (controller transaction), ☐ business judgment rule (cleansed under Corwin) — and Defendants cannot satisfy the applicable standard because [________________________________].

D. Harm to the Class

18. As a result of Defendants' breaches, Plaintiff and the Class have suffered or will suffer [loss of merger consideration / loss of the right to continued ownership / dilution / loss of appraisal information / other identified harm].

V-A. CLASS ACTION ALLEGATIONS

19. Plaintiff brings this action on behalf of himself/herself and a class pursuant to Court of Chancery Rule 23(a) and 23(b)(1) and/or 23(b)(2).

A. Class Definition

20. The proposed Class is defined as:

All record and beneficial holders of [Corporation] common stock at all relevant times during the period from [__/__/____] through and including the closing of the challenged transaction (or such other date as the Court may determine), together with their successors in interest, transferees, and assigns (the "Class"). Excluded from the Class are Defendants and their affiliates, immediate family members, legal representatives, heirs, successors, or assigns, and any entity in which any Defendant has or had a controlling interest.

B. Numerosity — Ct. Ch. R. 23(a)(1)

21. The Class numbers at least [_______] members based on [Corporation]'s public filings indicating approximately [_______] outstanding shares of common stock held by [_______] holders of record and an unknown number of beneficial holders. Joinder is impracticable.

C. Commonality — Ct. Ch. R. 23(a)(2)

22. Common questions of law and fact predominate, including:

a. Whether Defendants owed fiduciary duties to the Class;

b. Whether Defendants breached those duties;

c. The applicable standard of review (business judgment, Unocal, Revlon, or entire fairness);

d. Whether the proxy/information statement contained material misstatements or omissions;

e. The appropriate measure of damages or equitable relief.

D. Typicality — Ct. Ch. R. 23(a)(3)

23. Plaintiff's claims are typical of the Class because Plaintiff and every member of the Class were treated the same way and suffered the same alleged injuries from the same conduct.

E. Adequacy — Ct. Ch. R. 23(a)(4)

24. Plaintiff will fairly and adequately protect the Class's interests, has no conflicts with the Class, and has retained counsel experienced in Delaware Chancery class action and stockholder litigation.

F. Maintainable Under Ct. Ch. R. 23(b)(1) and (b)(2)

25. Certification is appropriate under Court of Chancery Rule 23(b)(1)(A) because prosecution of separate actions would create incompatible standards of conduct for Defendants.

26. Certification is appropriate under Court of Chancery Rule 23(b)(1)(B) because adjudications would, as a practical matter, be dispositive of the interests of other Class members.

27. Certification is appropriate under Court of Chancery Rule 23(b)(2) because Defendants have acted or refused to act on grounds generally applicable to the Class, making final injunctive or corresponding declaratory relief appropriate respecting the Class as a whole.

VI-A. CLAIMS FOR RELIEF

COUNT I — Breach of Fiduciary Duty (Director Defendants)

(On Behalf of Plaintiff and the Class)

28. Plaintiff incorporates by reference all preceding paragraphs.

29. The Director Defendants owed fiduciary duties of care, loyalty, and good faith to the Class.

30. The Director Defendants breached those duties by [________________________________].

31. As a direct and proximate result, Plaintiff and the Class have suffered injury.

COUNT II — Breach of Fiduciary Duty (Controlling Stockholder Defendant)

(On Behalf of Plaintiff and the Class) [if applicable]

32. Plaintiff incorporates by reference all preceding paragraphs.

33. Defendant [Controller] owed fiduciary duties as a controlling stockholder under Delaware law.

34. Defendant [Controller] breached those duties by [________________________________].

35. The transaction is subject to entire-fairness review and cannot satisfy fair-price and fair-dealing standards. See In re Tyson Foods, Inc. Consol. Shareholder Litig., 919 A.2d 563 (Del. Ch. 2007); In re Cox Communications, Inc. Shareholders Litig., 879 A.2d 604 (Del. Ch. 2005).

COUNT III — Aiding and Abetting Breach of Fiduciary Duty

(On Behalf of Plaintiff and the Class) [if applicable]

36. Plaintiff incorporates by reference all preceding paragraphs.

37. Defendant [Acquirer / Advisor] knowingly participated in the breaches of fiduciary duty alleged above by [________________________________].

38. As a direct and proximate result, Plaintiff and the Class have suffered injury.

COUNT IV — Declaratory and Injunctive Relief

(On Behalf of Plaintiff and the Class)

39. Plaintiff incorporates by reference all preceding paragraphs.

40. An actual controversy exists. Plaintiff and the Class are entitled to declaratory and injunctive relief enjoining the challenged transaction or rescinding it, and to such further equitable relief as the Court deems appropriate.

VII-A. PRAYER FOR RELIEF (CHANCERY TRACK)

WHEREFORE, Plaintiff prays for relief as follows:

A. Certifying this action as a class action under Court of Chancery Rule 23(a) and 23(b)(1) and/or 23(b)(2); appointing Plaintiff as Class Representative; and appointing undersigned counsel as Class Counsel;

B. Declaring that Defendants breached their fiduciary duties to the Class;

C. Enjoining the challenged transaction, or in the alternative ordering rescission or rescissory damages;

D. Awarding the Class quasi-appraisal damages and/or an equitable accounting;

E. Awarding pre-judgment and post-judgment interest at the legal rate;

F. Awarding Plaintiff's attorneys' fees and expenses under the common-fund and/or corporate-benefit doctrines; and

G. Granting such other and further equitable relief as the Court deems just and proper.

VIII-A. VERIFICATION (REQUIRED IN CHANCERY)

I, [________________________________], am the Plaintiff in this action. I have reviewed the foregoing Verified Class Action Complaint, and the allegations therein are true and correct to the best of my knowledge, information, and belief.

I declare under penalty of perjury under the laws of the State of Delaware that the foregoing is true and correct.

Executed on [__/__/____].

[________________________________]
Plaintiff Signature

TRACK 2: SUPERIOR COURT CONSUMER CLASS ACTION (DCFA)

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

IN AND FOR [________________________________] COUNTY

C.A. No.: [________________________________]

Judge: [________________________________]

CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL

Plaintiff [________________________________] ("Plaintiff"), individually and on behalf of all others similarly situated, by and through undersigned counsel, brings this Class Action Complaint against Defendant [________________________________] ("Defendant"), and alleges upon personal knowledge as to matters concerning Plaintiff, and upon information and belief as to all other matters, as follows:

I-B. NATURE OF THE ACTION

1. This is a class action brought under Superior Court Civil Rule 23 on behalf of a class of Delaware consumers who [________________________________] [describe class and common grievance].

2. Defendant engaged in deception, fraud, false pretense, false promise, misrepresentation, unfair practice, and/or the concealment, suppression, or omission of material facts in connection with the sale, lease, receipt, or advertisement of merchandise, in violation of the Delaware Consumer Fraud Act ("DCFA"), 6 Del. C. § 2511 et seq.

3. Plaintiff seeks, on behalf of herself/himself and the Class, compensatory damages, treble or punitive damages where authorized, restitution and disgorgement, declaratory and injunctive relief, pre- and post-judgment interest, reasonable attorneys' fees and costs, and such further relief as the Court deems just and proper.

II-B. JURISDICTION AND VENUE

4. This Court has subject-matter jurisdiction because the Delaware Superior Court is a court of general original jurisdiction with authority over civil actions at law in which the amount in controversy exceeds the jurisdictional minimum of inferior courts. Del. Const. art. IV, § 7; 10 Del. C. § 541.

5. This Court has personal jurisdiction over Defendant because (check all that apply):

☐ Defendant is incorporated or organized under the laws of Delaware (8 Del. C. § 102; 10 Del. C. § 3114 (officers/directors));
☐ Defendant maintains its principal place of business in Delaware;
☐ Defendant transacts business within Delaware within the meaning of 10 Del. C. § 3104(c)(1);
☐ Defendant contracted to supply goods or services in Delaware within the meaning of 10 Del. C. § 3104(c)(2);
☐ Defendant caused tortious injury in Delaware by an act or omission in Delaware within the meaning of 10 Del. C. § 3104(c)(3);
☐ Defendant caused tortious injury in Delaware by an act or omission outside Delaware and regularly does or solicits business in, or derives substantial revenue from goods used or services rendered in, Delaware within the meaning of 10 Del. C. § 3104(c)(4);
☐ Other: [________________________________].

6. Venue is proper in this County pursuant to Superior Court Civil Rule 3 and applicable Delaware authority because (check all that apply):

☐ Defendant resides or maintains a place of business in this County;
☐ A substantial part of the events or omissions giving rise to the claims occurred in this County;
☐ Plaintiff resides in this County and the transaction at issue occurred here;
☐ Other: [________________________________].

III-B. PARTIES

A. Plaintiff

7. Plaintiff [________________________________] is a natural person residing in [City], [________] County, Delaware.

8. At all relevant times, Plaintiff [________________________________] [describe Plaintiff's connection: purchased Defendant's merchandise, paid for Defendant's services, was charged the disputed fee, etc.] in Delaware.

B. Defendant

9. Defendant [________________________________] is a [corporation/LLC/partnership] organized under the laws of [State], with its principal place of business at [________________________________]. Defendant is registered to do business in Delaware and maintains a registered agent for service of process at [________________________________].

10. At all relevant times, Defendant [________________________________] [describe Defendant's business activities and how they affected Delaware consumers / the Class].

IV-B. FACTUAL ALLEGATIONS

A. Background

11. [________________________________] [describe industry, product, service, or scheme].

12. [________________________________] [describe Defendant's standardized practice or representation].

13. [________________________________] [describe how the practice was uniform across the Class].

B. Defendant's Course of Conduct

14. Beginning on or about [__/__/____] and continuing through the present, Defendant uniformly [________________________________].

15. Defendant's conduct was directed at Delaware consumers through [________________________________] [marketing channels, form contracts, billing practices, etc.].

16. Defendant's [________________________________] [representations/omissions/charges] were materially [false/misleading/unauthorized] in that [________________________________].

C. Plaintiff's Experience

17. On or about [__/__/____], Plaintiff [________________________________] in [________] County, Delaware.

18. In connection with that transaction, Defendant [________________________________].

19. As a direct and proximate result of Defendant's conduct, Plaintiff suffered actual economic damages in the approximate amount of $[________], plus consequential damages, and is entitled to such further relief as alleged below.

D. Common Harm to Class Members

20. Plaintiff and all members of the proposed Class were harmed by Defendant's same standardized conduct in the same manner, differing only in the amount of monetary loss.

21. Defendant's records, including [________________________________] [transaction databases, billing records, customer files], permit the identification of Class members and the calculation of individual damages on a class-wide basis.

V-B. CLASS ACTION ALLEGATIONS

22. Plaintiff brings this action on behalf of himself/herself and all others similarly situated pursuant to Superior Court Civil Rule 23(a) and 23(b)(1), 23(b)(2), and/or 23(b)(3).

A. Class Definition

23. The proposed Class is defined as:

All persons in the State of Delaware who [________________________________] during the period from [__/__/____] to the present (the "Class Period").

24. Excluded from the Class are:
    - Defendant, its parents, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns;
    - The judicial officers presiding over this action, members of their judicial staff, and members of their immediate families;
    - All persons who timely and properly exclude themselves from the Class; and
    - [________________________________].

B. Numerosity — Super. Ct. Civ. R. 23(a)(1)

25. The Class is so numerous that joinder of all members is impracticable. Plaintiff alleges on information and belief that the Class consists of at least [________] persons.

26. The identities of Class members can be ascertained through Defendant's books and records.

C. Commonality — Super. Ct. Civ. R. 23(a)(2)

27. There are questions of law and fact common to the Class, including without limitation:

a. Whether Defendant engaged in the conduct alleged herein;

b. Whether Defendant's conduct constitutes an unlawful practice within the meaning of 6 Del. C. § 2513;

c. Whether Defendant's representations and/or omissions were material;

d. Whether Defendant's conduct caused damages to Plaintiff and the Class;

e. Whether Plaintiff and the Class are entitled to compensatory, treble, or punitive damages;

f. Whether Plaintiff and the Class are entitled to declaratory or injunctive relief;

g. The appropriate measure of damages and the method by which damages may be calculated on a class-wide basis.

D. Typicality — Super. Ct. Civ. R. 23(a)(3)

28. Plaintiff's claims are typical of the claims of the Class because Plaintiff and each Class member were injured by the same standardized course of conduct by Defendant. Plaintiff and the Class share the same legal theories, and Plaintiff is not subject to any unique defenses.

E. Adequacy — Super. Ct. Civ. R. 23(a)(4)

29. Plaintiff will fairly and adequately protect the interests of the Class. Plaintiff has no interests antagonistic to or in conflict with the Class, and has retained counsel competent and experienced in complex class action litigation, including Delaware Superior Court class action and DCFA practice.

F. Maintainable Under Super. Ct. Civ. R. 23(b)(3) — Predominance and Superiority

30. Questions of law and fact common to the Class predominate over questions affecting only individual members. The central liability questions turn on Defendant's uniform conduct, not on any individualized inquiry.

31. A class action is superior to other available methods for the fair and efficient adjudication of this controversy because:

a. Class members' individual damages are modest relative to the burden and expense of individual litigation;

b. Class adjudication will conserve judicial resources and avoid the risk of inconsistent adjudications;

c. Defendant has acted on grounds generally applicable to the Class; and

d. Management of this case as a class action presents no unusual difficulties.

G. Maintainable Under Super. Ct. Civ. R. 23(b)(1) and 23(b)(2) (Alternative)

32. In the alternative, certification is appropriate under Superior Court Civil Rule 23(b)(1)(A) because prosecution of separate actions would create a risk of inconsistent or varying adjudications establishing incompatible standards of conduct for Defendant.

33. Certification is appropriate under Superior Court Civil Rule 23(b)(1)(B) because adjudications would, as a practical matter, be dispositive of the interests of other Class members.

34. Certification is appropriate under Superior Court Civil Rule 23(b)(2) because Defendant has acted or refused to act on grounds generally applicable to the Class, making final injunctive and corresponding declaratory relief appropriate respecting the Class as a whole.

VI-B. CLAIMS FOR RELIEF

COUNT I — Violation of the Delaware Consumer Fraud Act, 6 Del. C. § 2511 et seq.

(On Behalf of Plaintiff and the Class)

35. Plaintiff incorporates by reference all preceding paragraphs.

36. The DCFA, 6 Del. C. § 2513(a), prohibits "[t]he act, use, or employment by any person of any deception, fraud, false pretense, false promise, misrepresentation, unfair practice, or the concealment, suppression, or omission of any material fact with intent that others rely upon such concealment, suppression, or omission, in connection with the sale, lease, receipt, or advertisement of any merchandise."

37. Defendant is a "person" engaged in the sale, lease, or advertisement of "merchandise" within the meaning of 6 Del. C. § 2511.

38. Defendant violated 6 Del. C. § 2513 by [________________________________].

39. Plaintiff and the Class suffered ascertainable losses as a direct and proximate result of Defendant's unlawful conduct.

40. Pursuant to 6 Del. C. § 2525 and Delaware Supreme Court precedent (Stephenson v. Capano Development, Inc., 462 A.2d 1069 (Del. 1983)), Plaintiff and the Class are entitled to actual damages, treble or punitive damages where appropriate, civil penalties as authorized by the statute, equitable relief including restitution and injunction, and reasonable attorneys' fees and costs.

COUNT II — Common Law Fraud / Fraudulent Misrepresentation

(On Behalf of Plaintiff and the Class) [as applicable]

41. Plaintiff incorporates by reference all preceding paragraphs.

42. Defendant made material misrepresentations and/or omissions concerning [________________________________].

43. Defendant knew the representations were false or made them with reckless disregard for their truth.

44. Defendant intended that Plaintiff and the Class rely on the representations.

45. Plaintiff and the Class justifiably relied on the representations to their detriment.

46. Plaintiff and the Class suffered damages in an amount to be proven at trial.

COUNT III — Breach of Contract

(On Behalf of Plaintiff and the Class) [as applicable]

47. Plaintiff incorporates by reference all preceding paragraphs.

48. Plaintiff and each Class member entered into a contract with Defendant on substantially uniform terms.

49. Defendant breached the contract by [________________________________].

50. Plaintiff and the Class suffered damages proximately caused by the breach.

COUNT IV — Unjust Enrichment / Restitution

(On Behalf of Plaintiff and the Class) (Pleaded in the Alternative)

51. Plaintiff incorporates by reference all preceding paragraphs.

52. Plaintiff and the Class conferred a benefit upon Defendant in the form of [________________________________].

53. Defendant knew of and accepted the benefit, and it would be inequitable to permit Defendant to retain it without payment of its value.

54. Plaintiff and the Class are entitled to restitution and disgorgement.

COUNT V — Declaratory and Injunctive Relief

(On Behalf of Plaintiff and the Class)

55. Plaintiff incorporates by reference all preceding paragraphs.

56. A justiciable controversy exists concerning the legality of Defendant's conduct.

57. Plaintiff and the Class are entitled to a judicial declaration that Defendant's conduct violates the DCFA and Delaware common law, and to injunctive relief enjoining further unlawful conduct.

VII-B. PRAYER FOR RELIEF (SUPERIOR COURT TRACK)

WHEREFORE, Plaintiff, on behalf of herself/himself and the Class, respectfully requests that this Court enter judgment in favor of Plaintiff and the Class and against Defendant as follows:

A. Certifying this action as a class action under Superior Court Civil Rule 23(a) and 23(b)(1), 23(b)(2), and/or 23(b)(3); appointing Plaintiff as Class Representative; and appointing the undersigned as Class Counsel;

B. Awarding actual compensatory damages in an amount to be proven at trial;

C. Awarding treble damages, civil penalties, and/or punitive damages where authorized by law;

D. Awarding restitution and disgorgement of all monies Defendant obtained through the unlawful conduct;

E. Granting a declaratory judgment that Defendant's conduct violates the DCFA and Delaware common law;

F. Granting permanent injunctive relief restraining Defendant from continuing the unlawful conduct;

G. Awarding pre-judgment and post-judgment interest at the maximum rate allowed by law (6 Del. C. § 2301);

H. Awarding reasonable attorneys' fees, expert fees, expenses, and costs; and

I. Granting such other and further relief as the Court deems just and equitable.

VIII-B. DEMAND FOR JURY TRIAL (SUPERIOR COURT TRACK ONLY)

Plaintiff, on behalf of herself/himself and the Class, hereby demands a trial by jury on all issues so triable, pursuant to Del. Const. art. I, § 4 and Superior Court Civil Rule 38.

SIGNATURE BLOCK (BOTH TRACKS)

DATED: [__/__/____]

Respectfully submitted,

By: [________________________________]
[Attorney Name] (Del. Bar No. [____________])
[Firm Name]
[Address]
[City, Delaware ZIP]
Telephone: [________________________________]
Facsimile: [________________________________]
Email: [________________________________]

Counsel for Plaintiff and the Proposed Class

DELAWARE-SPECIFIC PRACTICE NOTES

1. Court Selection. Delaware class actions follow a strict equity/law division. Stockholder fiduciary-duty claims belong in the Court of Chancery (no jury). Damages-only consumer claims belong in the Superior Court (jury available). Mixed claims may need to be split or pleaded in the alternative.

2. Verification Required in Chancery. Court of Chancery Rule 23.1 (derivative) and customary Chancery practice require verified pleadings. The verification must be by the plaintiff personally and conform to Court of Chancery Rule 3(aa).

3. Trulia Disclosure-Settlement Scrutiny. In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. 2016), and its progeny apply rigorous review to "disclosure-only" stockholder class action settlements. Counsel pursuing a settlement strategy must be prepared to demonstrate that any supplemental disclosures are "plainly material" and that any release is narrowly tailored.

4. Standard of Review. Track 1 complaints should plead the applicable standard of review (business judgment with Corwin cleansing, Unocal, Revlon, or entire fairness under Weinberger / Kahn v. Lynch / MFW). Plead facts sufficient to defeat business-judgment cleansing and to plead controller status where applicable.

5. DCFA Liability Standard. The DCFA does NOT require scienter or reliance. Stephenson v. Capano Development, Inc., 462 A.2d 1069 (Del. 1983). Damages must be "ascertainable," but proof of actual deception is unnecessary because the statute reaches conduct "whether or not any person has in fact been misled, deceived, or damaged thereby." 6 Del. C. § 2513(a).

6. DCFA Statute of Limitations. DCFA actions are subject to Delaware's three-year limitations period for statutory penalty actions under 10 Del. C. § 8106, subject to discovery-rule tolling.

7. Jury Trial Constitutionality (DCFA). Blue Beach Bungalows DE, LLC v. Delaware Department of Justice Consumer Protection Unit (Del. Dec. 30, 2025) confirms that DCFA administrative enforcement does not implicate the Delaware Constitution's jury-trial right. In private DCFA actions filed in Superior Court, however, jury trial is available on legal claims.

8. Service. Delaware corporate defendants are served via the registered agent on file with the Delaware Secretary of State. 8 Del. C. § 132. Out-of-state defendants are served under Delaware's long-arm statute, 10 Del. C. § 3104.

9. Interlocutory Appeals. Class certification orders in the Court of Chancery are reviewable by interlocutory appeal under Supreme Court Rule 42; Superior Court certification orders also require Rule 42 certification.

CERTIFICATE OF SERVICE

I hereby certify that on [__/__/____] a true and correct copy of the foregoing CLASS ACTION COMPLAINT was filed and served via:

☐ File & ServeXpress electronic filing system
☐ Certified U.S. Mail, return receipt requested
☐ Personal service
☐ Commercial carrier service
☐ Hand delivery

upon all parties of record and/or upon the following:

[________________________________]
[________________________________]
[________________________________]

[________________________________]
Signature

SOURCES AND REFERENCES

• Court of Chancery Rules: https://courts.delaware.gov/rules/
• Superior Court Civil Rules: https://courts.delaware.gov/rules/
• 6 Del. C. § 2511 et seq. (Delaware Consumer Fraud Act): https://delcode.delaware.gov/title6/c025/sc02/index.html
• 8 Del. C. (General Corporation Law of Delaware): https://delcode.delaware.gov/title8/
• 10 Del. C. §§ 341–342 (Court of Chancery jurisdiction)
• 10 Del. C. § 3104 (long-arm statute); 10 Del. C. § 3114 (consent jurisdiction over directors/officers)
• In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. 2016)
• In re Tyson Foods, Inc. Consol. Shareholder Litig., 919 A.2d 563 (Del. Ch. 2007)
• In re Cox Communications, Inc. Shareholders Litig., 879 A.2d 604 (Del. Ch. 2005)
• Stephenson v. Capano Development, Inc., 462 A.2d 1069 (Del. 1983)

This template is for informational purposes only and does not constitute legal advice. Delaware class action complaints — particularly Court of Chancery stockholder class actions — require specialized expertise and should be prepared with the assistance of experienced Delaware counsel.