Document: Huff v. Longview Energy Co., C.A. No. 8453–CS (Del. Ch. August 12, 2013)
Chancellor Leo E. Strine, Jr., dismissed a complaint seeking indemnification because the claim was not yet ripe. Plaintiffs sought indemnification from Longview, a Delaware corporation that they serve as directors. A Texas court had entered judgment against plaintiffs for breach of fiduciary duty in connection with their usurpation of a corporate opportunity, and plaintiffs appealed. They then sought indemnification, contending they were “successful,” within the meaning of 8 Del. C. § 145(c), because Longview’s original eight counts in the Texas litigation had been whittled down to a single breach of fiduciary duty claim. Plaintiffs also asserted that Longview waived the ability to resurrect these counts because it did not file an appeal itself. The plaintiffs analogized to cases in which a corporate fiduciary sought indemnification because specific criminal counts were dismissed even though the fiduciary was found guilty on other charges. The chancellor rejected the analogy and granted Longview’s motion to dismiss, stating the argument that Longview has forever waived any right to press its other claims cannot be accepted without a final appellate decision by the Texas courts and a complete record.