Interactive Multimedia Artists, Inc. v. SUPERIOR CT. OF LOS ANGELES COUNTY

Petitioner, Interactive Multimedia Artists, Inc. (IMA), entered into a subscription and stockholders agreement (Agreement) which included a choice of law provision selecting Delaware law. The trial court found the choice of law provision enforceable, and applying Delaware law, struck IMA’s request for a jury trial on a breach of fiduciary claim by which IMA sought monetary damages. Petitioner sought our intervention on the jury trial issue. We granted an alternative writ and stayed trial court proceedings, in order to consider whether IMA is entitled to a jury trial. We conclude that the Delaware action for breach of a fiduciary duty is an equitable action under both Delaware law and California law and hence that IMA is not entitled to a jury trial. We therefore deny IMA’s petition for a writ of mandate/prohibition.

Factual and Procedural Summary

IMA is a California corporation with its principal place of business in California. In February of 1995, IMA entered into an Agreement with Allstate Insurance Company, Sylvan Learning Systems Inc., Management Alliance Corporation, Douglas Becker, and Michael Curran (collectively, real parties). Management Alliance Corporation…