Deng v. HK Xu Ding Co. (2023)
Citation: C.A. No. N21J-04630-AML · Court: Superior Court of Delaware · Decided: May 8, 2023 (submitted February 28, 2023) · Opinion: LeGrow, J. · Upon defendant’s motion for reconsideration of a Commissioner’s order: granted.
Case page. Legal information, not legal advice. Last verified: 2026-10-17.
Facts
Deng sold 8,294,989 shares of iFresh, Inc. (a Delaware corporation) to HK Xu Ding Co., Limited, which did not pay in full. Deng obtained a New York default judgment of USD 2,424,469.68 and domesticated it in Delaware. The shares were represented by a single certificate in HK’s name, held in the custody of the Chinese police. Deng obtained a writ of attachment fieri facias directing the Kent County Sheriff to attach the shares (served on iFresh’s registered agent) and moved for an order directing the sheriff to auction them. A Superior Court Commissioner granted the motion and ordered iFresh to certify HK’s holdings and the sheriff to sell within 60 days; HK moved for reconsideration. (Source: https://courts.delaware.gov/Opinions/Download.aspx?id=347350 , opened in Chrome and retrieved 2026-10-17.)
Holding
“Because Delaware law requires physical seizure of a stock certificate before certificated shares may be attached and sold, and seizure has not been accomplished in this case, the plaintiff’s motion to sell the shares should have been denied, and the order granting that motion must be vacated.”
Reasoning
8 Del. C. § 324(a) provides that, except for uncertificated securities, “the attachment is not laid and no order of sale shall issue unless § 8-112 of Title 6 has been satisfied,” and 6 Del. C. § 8-112(a) allows a certificated security to be reached “only by actual seizure of the security certificate by the officer making the attachment or levy.” The court found the statutes unambiguous read together, and relied on the synopsis to the 1998 amendment of § 324, which states that the execution process applies to certificated securities “only upon satisfaction of the requirements of Section 8-112 … including presentation of the stock certificates.” Section 8-112’s cross-reference to §§ 169 and 324 does not create an exception: § 169 is a jurisdictional (situs) statute and does not address the requirements for attaching or selling certificated stock. The court rejected the argument that the seizure requirement applies only to non-Delaware corporations and found Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela (D. Del.) inapposite.
Practical impact
For buyers at a sheriff’s sale of shares under § 324, a sale of certificated stock depends on the sheriff having physically seized the certificate; an order of sale entered without seizure was vacated. For owners / debtors, keeping certificated shares outside the sheriff’s reach blocks a § 324 sale (other remedies, such as court aid under § 8-112(e), were not decided here).
Good-law status
Affirmed January 17, 2024, No. 200, 2023, for the reasons in this May 8, 2023 opinion: deng-v-hk-xu-ding-2024. The complete one-page appellate order was retrieved/read, not inferred from briefs or a docket shell: https://courts.delaware.gov/Opinions/Download.aspx?id=358420. This closes the previously missing appeal disposition, not every later-treatment question. The holding concerns the § 324 procedure on these facts; it does not decide all § 8-112 exceptions or other judicial aid under § 8-112(e).
Bounded final review (2026-10-18)
The full Superior Court opinion was re-read from courts.delaware.gov (id 347350): physical seizure of the stock certificate is required before certificated shares of a Delaware corporation may be attached and sold, so the motion to sell should have been denied and the commissioner’s order was vacated. The affirmance link now points to the Delaware Courts copy. Comprehensive later treatment remains needs_verification; no citator certification is made.
Applies in →
delaware, equity-interests-stock-llc-charging-orders
Legal information, not legal advice. Verify against the current primary source before relying on this summary.