This section contains the nature of the case and procedural background.

P holds certain radio wave spectrum licenses regulated by the FCC. Clearwire's stated business purpose was to create a national system of wireless connections to the internet. In March 2001, P, together with other similar spectrum license-holders, entered into the Master Use and Royalty Agreement with Clearwire Holdings, Inc. (Clearwire), a Delaware corporation. Clearwire could obtain rights to those licenses as then-existing leases expired and the then-current lessees failed to exercise rights of first refusal. Rob Gheewalla, Gerry Cardinale, and Jack Daly (Ds), who served as directors of Clearwire at the behest of Goldman Sachs & Co. (Goldman Sachs). Ds were able to control Clearwire because its only source of funding was Goldman Sachs. P asserts that it negotiated the terms of the Master Agreement with several individuals, including Ds. Clearwire was obligated to pay P and other Alliance members more than $24.3 million. P claims that Ds knew but did not tell P that Goldman Sachs did not intend to carry out the business plan. In June 2002, the market for wireless spectrum collapsed when WorldCom announced its accounting problems. Clearwire began negotiations with the members of the Alliance to end Clearwire's obligations. Clearwire paid over $2 million to settle claims. Clearwire was only able to limit its payments to that amount by otherwise threatening to file for bankruptcy protection. P was the sole remaining member. By October 2003, Clearwire 'had been unable to obtain any further financing and effectively went out of business.' P was the sole remaining member. By October 2003, Clearwire 'had been unable to obtain any further financing and effectively went out of business.' P claims that Ds used that power to favor Goldman Sachs' agenda in derogation of their fiduciary duties as directors of Clearwire. P claims that Ds fraudulently induced it to enter into the Master Agreement with Clearwire and that Ds tortiously interfered with P's business opportunities. P filed its Complaint in the Court of Chancery as a putative creditor of Clearwire. P claims that at all relevant times, Clearwire was either insolvent or in the 'zone of insolvency,' and that because of this status, Ds owed fiduciary duties to P 'as a substantial creditor of Clearwire.' P claims Ds breached those duties by: (1) not preserving the assets of Clearwire for its benefit and that of its creditors when it became apparent that Clearwire would not be able to continue as a going concern and would need to be liquidated and (2) holding on to P's ITFS license rights when Clearwire would not use them, solely to keep Goldman Sachs's investment 'in play.' Ps also claim that Ds tortiously interfered with a prospective business opportunity belonging to P in that they caused Clearwire wrongfully 'to assert the right to acquire P wireless spectrum,' which resulted in P losing 'the opportunity to convey its licenses for spectrum to other buyers.' Ds moved to dismiss. Ds argued that personal jurisdiction under § 3114 requires, at least, sufficient allegations of a breach of fiduciary duty owed by director-defendants and that P's Complaint failed to set forth allegations which adequately supported any of its claims for relief, as a matter of law. The court ruled for Ds, and P appealed.

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