WILMINGTON, Del. (Legal Newsline) – A lawsuit between a Swiss holding company and a Delaware-based manufacturer isn't as simple as the companies keep claiming, and a Delaware judge recently let them know it.
While ruling upon a case between Germaninvestments and Allomet Corp. Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery did not mince words about lawyers’ tendency to over-exaggerate certain issues in his memorandum opinion.
"Judges quickly learn to take certain things lawyers say with a grain of salt," Slights wrote in the May 23 opinion.
Slights
“'Just one more question' typically means the lawyer will ask at least three or four more. 'I will be brief' typically means at least another 10 minutes. And, 'this is a simple case' often means the case is anything but simple.
"Here, the parties on both sides of the 'v' maintain that the issues presented in the motion to dismiss before the court are not just simple; they are 'exceedingly simple.' This, of course, begs the question: if the issues are so simple, then why are the parties litigating them?"
The issue at hand rose out of an argument raised by the defendants that the case regarding an unsuccessful restructuring and loan (R&L) agreement should be argued in an Austrian court instead of the Delaware court.
As each party had “presented differing interpretations of how Austrian law supports their respective positions regarding the meaning and scope of the R&L Agreement’s forum selection clause,” the opinion states, and both having cited that the issues at hand are “simple,” Slights found that the issues presented are not simple whatsoever.
In his decision, Slights granted the defendants’ motion to dismiss, citing that the language within the R&L agreement did not require the defendants to answer the plaintiffs' claims in the state. The judge dismissed the lawsuit without prejudice, giving the plaintiffs Allomet and Yanchep LLC the ability to file again in Delaware if Austrian courts decline to hear the case.
Slights also denied the plaintiff's motion to reject any incoming funds that the defendant is currently receiving, explaining that "there is no showing that this deadlocked Austrian company would have any ability to regulate Allomet’s financing."