Debreu

INTRODUCTION

In this dispute over whether defendants breached a management securityholders agreement, the parties disagree regarding which state’s law should apply on demurrer. Plaintiff Stanislaus Debreu initially filed a complaint in federal district court and that court enforced a Delaware forum selection clause contained in a different agreement and dismissed the complaint on forum non conveniens grounds. Debreu subsequently filed a complaint in state court. In their demurrers, the TCW Group of Defendants1 argued Delaware law applies to Debreu’s complaint and each cause of action is barred by that state’s statute of limitations. Defendant Jess R. Ravich argued that either Delaware or New York law applies and that, regardless of which state law applies, no actionable cause of action has been alleged against him. Debreu argued New York law applies to his

The TCW Group of Defendants includes all defendants, except for Jess Ravich.

2 contract causes of action and California law applies to his tort causes of action.2 The trial court sustained, without leave to amend, the demurrers on statute of limitations grounds. In doing so, it relied on the federal district court’s…