In ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) (No. 534, 2013), the Delaware Supreme Court ruled that “fee-shifting provisions in a non-stock corporation’s bylaws can be valid and enforceable under Delaware law.”    The dispute in ATP Tour arose out of ATP’s successful defense of an antitrust and breach of fiduciary duty suit in federal district court in Delaware brought by one of its member federations, Deutsche Tennis Bund.   Following its victory, ATP moved to recover its legal costs and fees from Deutsche Tennis Bund pursuant to the ATP’s bylaws, which allowed for fee-shifting.  The district court found that there was an open question of Delaware law as to whether such bylaws were enforceable, and certified several questions related to the enforceability of ATP’s bylaws to the Delaware Supreme Court.  In response to the certified questions, the Delaware Court held that “fee-shifting bylaws [are] not invalid per se, and the fact that [they] were adopted after entities became members will not affect [their] enforceability.”  Moreover, “an intent to deter litigation . . . would not necessarily render the bylaw unenforceable” if the bylaws were “adopted by the appropriate corporate procedures and for a proper corporate purpose.”  The Delaware Supreme Court thus upheld the validity of fee-shifting bylaws, but left the Delaware federal court to resolve whether ATP’s bylaws had been properly adopted.