Periodically, courts issue opinions that not only serve as refreshers on the basics, but also shed new light on existing concepts. Recently, the Delaware Court of Chancery did just that, in Willis v. PCA Pain Center of Virginia, C.A. No. 9006-VCN (Del. Ch. October 20, 2014), where it examined its own limited equitable jurisdiction to compel specific performance of an asset sale between two companies.


The factual background is straightforward, according to the opinion. Defendant PCA Pain Center of Virginia Inc. was formed in 2011 as a pain clinic in Blacksburg, Va. By 2012, PCA was struggling and losing money. Plaintiff Pamela Willis was engaged by PCA’s founder, Konrad Kaeding, to turn around PCA’s business, in exchange for a percentage of PCA’s profit and a right to purchase PCA’s assets or equity.

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