World Award Foundation v. Anbang Insurance Group ( 2020 )

IN THE SUPREME COURT OF THE STATE OF DELAWARE
WORLD AWARD FOUNDATION §
INC., AMER GROUP LLC, AN §
BANG GROUP LLC, and AB § No. 244, 2020
STABLE GROUP LLC, §
§ Court Below: Superior Court
Plaintiffs Below, § of the State of Delaware
Appellants, §
§ C.A. No. N19J-05055
v. §
§
ANBANG INSURANCE GROUP §
CO. LTD., CBIRC, and BEIJING §
GREAT HUA BANG §
INVESTMENT GROUP CO. LTD., §
§
Defendants Below, §
Appellees. §
Submitted: October 6, 2020
Decided: October 15, 2020
Before VALIHURA, VAUGHN, and TRAYNOR, Justices.
ORDER
(1) Andy Bang filed a pro se notice of appeal in this matter. Because all of
the appellants are entities, on August 7, 2020, the Clerk of the Court directed the
appellants to have counsel enter an appearance by August 21, 2020 or a notice to
show cause would issue. On August 25, 2020, Mr. Bang submitted a motion for
additional time to procure Delaware counsel; the deadline was extended to
September 23, 2020. On September 24, 2020, Mr. Bang submitted an additional
request for an extension, which the Court denied.
(2) On September 25, 2020, the Senior Court Clerk issued a notice to show
cause as to why the appeal should not be dismissed for failure of counsel to appear
for the entity appellants. In response to the notice to show cause, Mr. Bang states
that he owns 100% of the “shares of common stock[]” of appellant An Bang Group
LLC and 5.1% of the “shares of common stock[]” of appellants Amer Group LLC
and AB Stable Group LLC. He also states that he is a director of appellants World
Award Foundation Inc. and An Bang Group LLC. He states that he has exhaustively,
but unsuccessfully, attempted to retain counsel to represent the appellants in this
appeal. He contends that the outcome of the litigation substantially impacts his
individual rights, and that he therefore should be permitted to participate in the
appeal on his own behalf or to proceed on the appellants’ behalf.
(3) We conclude that the action must be dismissed. In Delaware, a
corporation or other entity “can act before a court only through an agent duly
licensed to practice law.”1 Moreover, under Delaware law, a nonparty does not have
1
Parfi Holding AB v. Mirror Image Internet, Inc., 2009 WL 189862, at *1 (Del. Jan. 12, 2009).
See also Transpolymer Indus., Inc. v. Chapel Main Corp., 1990 WL 168276, at *1 (Del. Sept. 18,
1990) (“A corporation, though a legally recognized entity, is regarded as an artificial or fictional
entity, and not a natural person. While a natural person may represent himself or herself in court
even though he or she may not be an attorney licensed to practice, a corporation, being an artificial
entity, can only act through its agents and, before a court only through an agent duly licensed to
practice law.” (citation omitted)); Evergreen Waste Servs. v. Unemployment Ins. Appeal Bd., 2011
WL 2601600 (Del. June 30, 2011) (“[T]his Court may not entertain an appeal by a corporation
where the corporation is not represented by counsel.”); Ivize of Milwaukee, LLC v. Complex
Litigation Support, LLC, 2009 WL 3720673 (Del. Nov. 6, 2009) (applying rule to limited liability
companies); Harris v. RHH Partners, LP, 2009 WL 891810 (Del. Ch. Apr. 3, 2009) (applying rule
to limited partnership in litigation brought by the limited partnership’s sole limited partner).
2
standing to take an appeal to this Court, and a “mere interest in the outcome of
litigation will not suffice to confer standing on a nonparty.”2 Therefore, Mr. Bang’s
failure to intervene in the Superior Court “works a forfeiture of any claim to
appellate standing.”3
NOW, THEREFORE, IT IS ORDERED, under Supreme Court Rule 29(b),
that the appeal is DISMISSED.
BY THE COURT:
/s/ James T. Vaughn, Jr.
Justice
2
Bryan v. Doar, 918 A.2d 1086, 1086-87 (Del. 2006) (internal quotation omitted).
3
Parfi, 2009 WL 189862, at *1 (internal quotation omitted).
3