Summary
leaving a prior ruling intact save the "portion" that required clarification
Summary of this case from Humanigen, Inc. v. Savant Neglected Diseases, LLCOpinion
Civil Action No. 10040-VCG
02-19-2015
Re: Gore v. Al Jazeera America Holdings I, Inc.
Gregory V. Varallo, Esquire Rudolf Koch, Esquire Kevin M. Gallagher, Esquire Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 John L. Reed, Esquire Scott B. Czerwonka, Esquire DLA Piper LLP 1201 N. Market Street, Suite 2100 Wilmington, Delaware 19801
Gregory V. Varallo, Esquire
Rudolf Koch, Esquire
Kevin M. Gallagher, Esquire
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
John L. Reed, Esquire
Scott B. Czerwonka, Esquire
DLA Piper LLP
1201 N. Market Street, Suite 2100
Wilmington, Delaware 19801
Dear Counsel:
I have received the Plaintiffs' Motion for Clarification Pursuant to Court of Chancery Rule 59(f), requesting clarification of the "alternative ruling" in my bench ruling of February 3, 2015, together with the Defendant's response. Because I believe that additional guidance is warranted, I will clarify that portion of the ruling. My statements regarding how the Merger Agreement appears to allocate the burden of proof for indemnification claims were limited to resolution of the Plaintiff's Motion for Judgment on the Pleadings under Court of Chancery Rule 12(c); these statements are not a holding on the meaning of any portion of the Merger Agreement and do not preclude any party from arguing issues of contract interpretation, including the evidentiary burden that will apply at trial, in the future. To the extent the foregoing requires an Order to take effect, IT IS SO ORDERED.
A motion for clarification may be granted where the Court's ruling is unclear, and such a motion is treated, procedurally as a motion for reargument under Court of Chancery Rule 59(f). E.g., Naughty Monkey LLC v. MarineMax Northeast LLC, 2011 WL 684626, at *1 (Del. Ch. Feb. 17, 2011).
Sincerely,
/s/ Sam Glasscock III
Sam Glasscock III