Professor Hill Cited in Delaware Chancery Court Opinion

Professor Hill's work on categories and prototypes was cited in a Delaware Chancery Court opinion, West Palm Beach Firefighters’ Pension Fund v. Moelis & Company.    The case concerned the validity of a "new wave" stockholders' agreement, of a type that is becoming more commonly used.  The court rejected the defendant's reasoning that corporations' general freedom to enter into contracts, and the difficulty of distinguishing between permissible (external commercial) contracts and impermissible (internal governance) contracts, allowed entry into this contract.  The opinion explained that each type of contract had its prototype and that just because there were close cases, it did not follow that no distinction could be made: "Yes, there can be close cases (is a love seat more like a couch or a chair?), but if anyone can make these types of distinctions, courts can. Cases regularly turn on whether the facts are more like one precedent or another."