Naf Holdings, LLC, Plaintiff/counter-Defendant, Appellant v. Li & Fung (trading) Limited…

Summary

The court answered a certified question under Delaware law by holding that a party to a commercial contract may directly sue the counterparty to enforce contractual rights, even when the promised benefit was intended for a corporation in which the plaintiff owns stock and the plaintiff's damages derive indirectly from the corporation's loss. The direct-versus-derivative framework for fiduciary-duty claims does not require a promisee to prosecute its own contract claim derivatively. The court expressly left the merits of the alleged breach, damages, and possible effect of the subsidiaries' settlement unresolved.