Peter J. Salvatore v. Visenergy, Inc.

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
ANDRE G. BOUCHARD New Castle County Courthouse
CHANCELLOR 500 N. King Street, Suite 11400
Wilmington, Delaware 19801-3734
Date Submitted: October 3, 2014
Date Decided: October 6, 2014
Philip Trainer, Jr., Esquire By Certified Mail
Toni-Ann Platia, Esquire Visenergy, Inc.
Ashby & Geddes William C. Hoey, President
500 Delaware Avenue 66 Shorewood Drive
Wilmington, DE 19899 Bayville, NJ 082721
RE: Peter J. Salvatore v. Visenergy, Inc., et al.
Civil Action No. 10108-CB
Dear Counsel and Mr. Hoey:
On September 9, 2014, plaintiff Peter J. Salvatore (“Salvatore”) initiated this
action against defendants Visenergy, Inc. (“Visenergy”) and William C. Hoey (“Hoey”)
pursuant to 8 Del. C. § 225. Salvatore seeks a declaratory judgment that the actions taken
by a purported majority of Visenergy’s stockholders, which purportedly changed the
composition of Visenergy’s board of directors, were valid and effective. On September
11, 2014, Visenergy and Hoey were served with the complaint by way of the company’s
registered agent for service.
During a teleconference held on October 1, 2014, I informed the parties that this
matter would be scheduled for trial on an expedited basis and instructed the parties to
contact Chambers to obtain dates for a one-day trial to occur about forty-five days hence.
Hoey, who is representing himself in this action pro se, was present for the
Peter J. Salvatore v. Visenergy, Inc., et al.
C.A. No. 10108-CB
October 6, 2014
Page 2 of 3
teleconference and did not object to this time frame. Thereafter, the parties agreed on a
November 14, 2014, trial date.
On October 3, 2014, I received a letter from Hoey, dated October 1, 2014, asking
to postpone the trial until early 2015 because of the “holidays upcoming” and Hoey’s
“time required to run two companies.” Later that day, I received a letter from Salvatore’s
counsel opposing Hoey’s request for a postponement.
“The purpose of [S]ection 225 is to provide a quick method for review of the
corporate election process to prevent a Delaware corporation from being immobilized by
controversies about whether a given officer or director is properly holding office.” Box v.
Box, 697 A.2d 395, 398 (Del. 1997). Although the Court is sympathetic to Hoey’s pro se
status, that status does not overcome the exigency of resolving the dispute concerning the
composition of Visenergy’s board. From my review of the five-page complaint in this
action, moreover, the issues in this case concern the validity of two stockholder written
consents and thus appear to be quite narrow in nature. Therefore, having a trial
approximately sixty days after the filing of a complaint, which is generally within the
bounds of a reasonable timeline for a Section 225 proceeding generally, is particularly
appropriate here.
Peter J. Salvatore v. Visenergy, Inc., et al.
C.A. No. 10108-CB
October 6, 2014
Page 3 of 3
For these reasons, Hoey’s request to reschedule the trial, currently scheduled for
November 14, 2014, is DENIED. The parties are directed to submit a scheduling order in
accordance with the Court’s letter of October 1, 2014.
IT IS SO ORDERED.
Sincerely,
/s/ Andre G. Bouchard
Chancellor
AGB/gp