Atp Tour, Inc., Etienne De Villiers, Charles Pasarell, Graham Pearce, Jacco Eltingh, Perry Rogers, and Iggy…

Summary

The Court held that a fee-shifting provision in a Delaware non-stock corporation’s bylaws is not facially invalid and may be enforceable under Delaware law. Enforceability depends on proper adoption, a proper corporate purpose, and equitable application; the Court could not determine those fact-dependent questions from the certified record. The Court also held that such a bylaw may apply to members who joined before its enactment and may shift fees when a claimant obtains no relief.