Gore v. Al Jazeera America Holdings I, Inc.

COURT OF CHANCERY
OF THE
SAM GLASSCOCK III STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE
VICE CHANCELLOR 34 THE CIRCLE
GEORGETOWN, DELAWARE 19947
Date Submitted: February 9, 2015
Date Decided: February 19, 2015
Gregory V. Varallo, Esquire John L. Reed, Esquire
Rudolf Koch, Esquire Scott B. Czerwonka, Esquire
Kevin M. Gallagher, Esquire DLA Piper LLP
Richards, Layton & Finger, P.A. 1201 N. Market Street, Suite 2100
One Rodney Square Wilmington, Delaware 19801
920 North King Street
Wilmington, Delaware 19801
Re: Gore v. Al Jazeera America Holdings I, Inc.,
Civil Action No. 10040-VCG
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.1 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
1
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).
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.
Sincerely,
/s/ Sam Glasscock III
Sam Glasscock III
2