Rodriguez v. Loudeye Corp. et al, 144 Wn. App. 709; 189 P.3d 168; 2008 Wash. App. LEXIS 767 (2008)
Apr 07, 2008OUTCOME: Claims against all defendants dismissed
"Shareholders of Loudeye Corp., a Delaware corporation, appeal the trial court's order dismissing their complaint against Loudeye directors alleging breach of their fiduciary duties in conducting a mer ... ger with Nokia Corp. The shareholders assert the trial court improperly considered an exculpatory provision in Loudeye's charter that bars any claims for damages against its directors for breach of the duty of due care and that the complaint sufficiently alleges that the directors breached their fiduciary duties of care, loyalty, and good faith. But Delaware law permits a trial court to dismiss on a CR 12(b)(6) motion claims for breach of the duty of care based on exculpatory provisions in a corporate charter, and the complaint fails to allege sufficient facts to support a claim for breach of the duty of loyalty or good faith. We therefore affirm [dismissal with prejudice of all claims against all defendants]."
