Leo Investments Hong Kong Limited v. Tomales Bay Capital Anduril III, L.P.

Summary

The Court affirmed the findings that the business judgment rule applied, that the defendants did not breach their loyalty or care duties, that the forum-selection clause was unilateral, and that Kahlon breached his duty of loyalty by intentionally misleading Leo Group during post-call communications. It also affirmed the award of nominal damages but reversed the nearly $16 million attorneys’ fee award because Leo Group lost almost all of its claims and the circumstances did not justify fee shifting under the American Rule’s equitable exception.