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1
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LETTER OPINION
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EXTRACTED KEY WORDS
LITIGATION SINGLEPOINT OPINION MOTION RIT REARGUMENT REASONS COURT LAW CONNECTION INITIATE MISAPPREHENSION DEFENDANT GENTILE ARGUES RESPONSE SETTLEMENT INTERNAL INVESTIGATION PROCEEDING BYLAW CITADEL JOHN PLAINTIFF JUDGEMENT REASONABLE COSTS MATERIAL FACT MISCONSTRUE COUNTERCLAIM DEFENDANT FIDUCIARY DUTIES RIT STOCK |
COURTOFCHANCERY I' .- -1 .- `., ,-.
OF THE . .
STATEOF D E L A W A R E
February 9, 2001
John L. Reed, Esquire
Duane Morris & Heckscher
1201 N. Orange Street, 10th Floor
P.O. Box 195
Wilmington, DE 19899
Jesse A. Finkelstein, Esquire
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
RE: John A. Gentile v. Singlepoint Financial, Inc.
C.A. No. 17755
Dear Counsel:
Plaintiff, John A. Gentile, moves for reargument of the court's January 5,
2001 memorandum opinion ("Opinion") in which I denied his motion for
summary judgment seeking the advancement from SinglePoint Financial, Inc. of
his reasonable costs or expenses in connection with several litigations initiated by
him.
The standard on a motion for reargument is "whether the Court has
misapprehended a material fact or rule of law. "I A motion that is "a mere
' Miles v. Cookson America, Inc., Del. Ch., 677 A.2d 505 (1995).
Gentile v. SinglePoint Financial, Inc.
C.A. No. 1775.5
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2
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INC. DEFENDANTS OPPOSITION TO PLANTIFF MOTION FOR REARGUMENT
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EXTRACTED KEY WORDS
COURT MOTION REARGUMENT SINGLEPOINT LITIGATION JOHN PLAINTIFF MATERIAL FACT LAW BRIEFS CITADEL CORPORATE INVESTIGATION REASONS DEFENDANT SINGLEPOINT MISAPPREHENSION EXPENSES FIDUCIARY-DUTY COUNTERCLAIMS SEPARATE OPINION DISPUTED RIT STOCK PARTIES RE-HASHES ENTITLEMENT FEDERAL COURT ACTION CITING DEFENSE LIABILITY RESPONDENT |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual,
Plaintiff, t i
i
V. Civil Action No.%7'155
;, i
i :
-.
SRVGLEPOINT FINANCIAL, INC., a Delaware) .-
corporation f/k/a OpTeamaSoft, Inc., ;.: _'
t, 5 ;
Defendant. 1. * ,
i) -:
DEFENDANT SINGLEPOINT FINANCIAL, INC.`S OPPOSITION TO
PLAINTIFF JOHN A. GENTILE'S MOTION FOR REARGUMENT
INTRODUCTION
SinglePoint Financial, Inc. ("SinglePoint") opposes John A. Gentile's ("Mr. Gentile")
Motion for Reargument because Mr. Gentile fails to raise any issue of misapprehension of
material fact or law, but instead merely rehashes the arguments he fully briefed on the underlying
cross-motions and that this Court heard during the lengthy oral argument on the parties' cross-
motions. In its 19-page memorandum decision, this Court carefilly reviewed and weighed the
parties' arguments. Simply because Mr. Gentile disagrees with the part of the Court's decision
that went against him is insuffkient to establish that the Court misapprehended any material fact
or rule of law. Accordingly, no reargument is required and Mr. Gentile's Motion should be
denied
ARGUMENT
The standard on a motion for reargument is "whether the Court has misapprehended a
material fact or rule of law." Miles, Inc. v. Cookson Amevicu, Inc., Del. Ch., 677 A.2d 505
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3
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PLAINTIFFS MOTION FOR REARGUMENT
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EXTRACTED KEY WORDS
COURT SINGLEPOINT BREACH LITIGATION FEDERAI FIDUCIARY DUTY CITADEL BYLAWS OPINION DEFENDANT COUNTERCLAIMS PLAINTIFF LAW DUTIES OFFICER REASON STOCK ALLEGATIONS EXPECTATIONS DELAWARE MEMORANDUM OPINION RHODE ISLAND DEFENSE PROCEEDING RESPONSE CONTRACT COVERAGE COMPLAINT MANDATORY |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
i
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual, :
Plaintiff,
V .
SINGLEPOINT FINANCIAL, INC., :
a Delaware corporation, f/k/a
OpTeamaSo-Et, Inc.,
Defendant.
PLAINTIFF JOHN A. GENTILE'S MOTION FOR REARGUMENT
OF THE COURT'S TANUARY 5.2000 MEMORANDUM OPINION
Plaintiff, John A. Gentile ("Gentile"), hereby moves this Honorable Court,
pursuant to Chancery Court Rule 59(f), for reargument of the Court's January 5,200O
Memorandum Opinion (the "Opinion"). In support of his motion, Gentile states:
1. Gentile respectfully submits that the Court's Opinion, as well-reasoned as
it is in so many respects, misapprehended two material factual circumstances and two
material aspects of the law. See Miles, Im. u. Cookson America, Inc., Del. Ch., 677 A.2d 505
(1995) (setting forth standard for reargument as "misapprehen[sion] of material fact or
rule of law").
2. Starting with the facts, the Court exempted its Opinion from what it called
"the separate question of whether Gentile may be entitled to advancement of expenses
in connection with any fiduciary duty-based counterclaims that may, in the future, be
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4
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
GENTILE COURT EXPENSES LITIGATION BYLAWS OFFICER DELAWARE COSTS PLAINTIFF CORPORATE INVESTIGATION DEFENDANT MANDATORY CONNECTION RIT FORMER OFFICER FEDERAL COURT PROCEEDING DIRECTORS OPTEAMASOFT RIT STOCK INTERNAL INVESTIGATION INDEMNIFICATION RHODE ISLAND ATTORNEYS CHANCELLOR INDEMNITEE INTERVENE PROVISION SUPREME COURT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual,
Plaintiff,
V.
SINGLEPOINT FINANCIAL, INC.,
a Delaware Corporation
f/k/a OpTeamaSoft, Inc.,
Defendant. ;
MEMORANDUM OPINION
Submitted: November 2,200O
Decided: January 5, 2001
John L. Reed, Esquire (argued), DUANE MORRIS & HECKSCHER, LLP,
Wilmington, Delaware, Attorney for Plaintiff.
Jesse A. Finkelstein, Esquire, RICHARDS, LAYTON & FINGER, P.A., Wilmington,
Delaware, and Daniel W. Halston, Esquire (argued), Sean T. Carnathan, Esquire,
HALE AND DORR, LLP, Boston, Massachusetts, Attorneys for Defendant.
LAMB, Vice Chancellor
I. INTRODUCTION
John A. Gentile brought this action under 5 145(k) of the Delaware
General Corporation Law' ("DGCL") seeking advancement of reasonable
attorney's fees, costs, and litigation expenses from SinglePoint Financial, Inc., a
Delaware corporation.' Gentile, a former officer and director of SinglePoint,
claims that he is entitled to mandatory advancement under SinglePoint's bylaws
in connection with several related matters; first a "corporate investigation"
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5
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DEFENDANTS MEMORANDUM IN REPLY TO OPPOSITION TO CROSS-MOTION FOR SUMMARY JUDGMENT
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EXTRACTED KEY WORDS
SINGLEPOINT STOCK LEGAL EXPENSES COURT ENTITLEMENT LITIGATION TECHIES STOCK RESPONDENT OFFICER BYLAWS RIT RELIEF DEFENDANT DISPUTE FACTS DELAWARE RECOVERY RHODE ISLAND TRANSMITTAL AFFIDAVIT SEAN UNEMPLOYMENT STATE COURT JOHN SUMMARY JUDGMENT PARTIES COMPENSATION OPPOS HONESTY DIRECTORS |
IN THE COURT 0 F CHANCERY FOR THE STATE OF DEILAWARF
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual,
Plaintiff, >
V. i Civil Action No. 17755
>
SlNGLEPOINT FINANCIAL, INC., a Delaware )
corporation f/Ha OpTeamaSoft., Inc.,
i
Defendant.
i
DEFENDANT SINGLEPOINT FINANCIAL, INC.'S MEMORANDUM
IN REPLY TO PLAINTIFF'S OPPOSITION TO SINGLEPOINT'S
CROSS-MOTION FOR SUMMARY JUDGMENT
INTRODUCTION
Sin,glePoint Financial, Inc. ("SinglePoint") hereby submits this brief reply to John A.
Gentile's ("Mr. Gentile") opposition to SinglePoint's cross-motion for summary judgment in
order to f&us the dispute on Ehe undisputed facts, stripped of hyperbole and distortion, and the
legal standard to be applied to [hose facts. The parties apparently agree on two points: 1)
SinglcPoint's Bylaws control whether Mr. Gentile is entitled to advancement of legal expenses;
and 2) the Court must look to the underlying naiure of Mr. Gentile's actions to determine whether
they are covered by SinglePoint's Bylaws. Because Mr. Gentile seeks an advancement of legal
cxpcnscs for offensive actions taken by him as a plaintif'f seeking compensation from his former
employment at Single-Point in Ihe form of stock in techies.com, and because SinglePoint's
Bylaws do not afford advancement of legal expenses for such actions, Mr. Gentile is not entitled
to any recovery.
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6
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PLAINTIFFS REPLY BRIEF IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT
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EXTRACTED KEY WORDS
GENTILE COURT BYLAWS DELAWARE CORPORATION PLAINTIFF FACTS PROCEEDING SUMMARY JUDGMENT DEFENDANT TECHIES STOCK OFFICER LIABILITY DEL CORPORATE INVESTIGATION DELAWARE LAW F/K/A OPTEAMASOFT FIDUCIARY DUTIES CROSS-MOTION SINGLEPOINT MISINTERPRETS RESPONDENT DIRECTORS INTERPRETATION RHODE ISLAND INDEMNIFICATION FIDUCIARY DUTY ROSSETTE EMPHASIS AFFIRMATION UNEMPLOYMENT SECURITY BENEFITS |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual, :
Plaintiff,
V. C.A. No. 17755-NC
SINGLEPOINT FINANCIAL, INC., :
a Delaware corporation, f/k/a
OpTeamaSoft, Inc.,
Defendant.
PLAINTIFF'S REPLY BRIEF IN SUPPORT OF HIS
MOTION FOR SUMMARY JUDGMENT ON LIABILITY,
AND IN OPPOSITION TO DEFENDANT'S
CROSS-MOTION FOR SUMMARY JUDGMENT
DUANE, MORRIS & HECKSCHER LLP
John L. Reed (Del. I.D. No. 3023)
1201 Orange Street, lo* Floor
Wilmington, DE 19801
(302) 571-5550
Attorneys for Plaintiff John A. Gentile
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . .
PRELIMINARY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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7
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PLAINTIFFS OPENING BRIEF IN SUPPORT OF HIS MOTION FOR SUMMARY JUDGMENT ON LIABILITY
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EXTRACTED KEY WORDS
SINGLEPOINT COURT PLAINTIFF DELAWARE DEFENDANT OFFICER LITIGATION EXPENSES FACTS TECHIES SUMMARY JUDGMENT DEL BYLAWS MOTION SEEKING ADVANCEMENT DIRECTORS TECHIES STOCK INDEMNIFICATION CORPORATE INVESTIGATION RHODE ISLAND FIDUCIARY DUTIES FEDERAL COURT F/K/A OPTEAMASOFT LIABILITY DISTRIBUTION INDEMNITEE FIDUCIARY DUTY TRANSFER AGENT WRITTEN UNDERTAKING AGREEMENT |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOHN A.. GENTILE, an individual, :
Plaintiff,
V.
SINGLEPOINT FINANCIAL, INC., :
a Delaware corporation, f/k/a
OpTeamaSoft, Inc.,
Defendant.
PLAINTIFF'S OPENING BRIEF IN SUPPORT OF HIS
MOTION FOR SUMMARY JUDGMENT ON LIABILITY
BLANKROME COMISKY &MCCAULEY LIP
John L. Reed (Del. I.D. No. 3023)
1201 Market Street, Suite 2100
Wilmington, DE 19801
(302)425-6400
Attorneys for Plaintiff John A. Gentile
TABLE OF CONTENTS
TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PRELIMI:NARY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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8
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ANSWER
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EXTRACTED KEY WORDS
PARAGRAPH PLAINTIFFS COMPLAINT SINGLEPOINT DENIES GENTILE BYLAWS RESPONSE SINGLEPOINT ADMITS LITIGATION INDEMNIFICATION COURT DELAWARE SPEAKS MISQUOTES PURPORTS DEMAND EXPENSES RHODE ISLAND WRITTEN UNDERTAKING FEES TRUTH EMPLOYMENT ATTORNEYS LLP CHANCERY JOHN OPTEAMASOR DEFENDANT FACTUAL ALLEGATIONS PARTIES |
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual,
Plaintiff,
;
V.
Civil ActionNo. 17755 :
SINGLEPOINT FINANCIAL, INC., a i
Delaware corporation f&/a OpTeamaSoR,
;
Defendant. >
ANSWER
Defendant SinglePoint Financial, Inc. ("SinglePoint") answers the plaintiffs Complaint,
based upon the information currently available to it, as follows:
THE PARTIES
1. SinglePoint admits the allegations contained in paragraph 1 of the plaintiffs
Complaint.
2. SinglePoint admits the allegations contained in paragraph 2 of the plaintiffs
Complaint.
JURISDICTION OF THE COURT OF CHANCERY
3. SinglePoint neither admits nor denies the allegations contained in paragraph 3
plaintiffs Complaint because they state legal conclusions to which no answer is required. To the
extent paragraph 3 contains factual allegations, SinglePoint is without knowledge or information
sufficient to form a belief as to the truth of those allegations, and therefore denies the same.
KLFI-2121132-l
BACKGROUND
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COMPLAINT PURSUANT TO 8 DEL. CO. SEC 145
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EXTRACTED KEY WORDS
GENTILE LITIGATION EXPENSES INDEMNITEE INCURRING OFFICER PROCEEDING COURT BYLAWS RHODE ISLAND ARTICLE VII DEFENDANT DEL PROVISIONS DELAWARE FEES DIRECTORS OBLIGATIONS PLAINTIFF DETERMINATION CHANCERY OPTEAMASOFT JOHN PURSUANT COSTS APPLICABLE BYLAW ACCORDANCE CONNECTION REASON WRITTEN UNDERTAKING |
./
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOHN A. GENTILE, an individual, :
Plaintiff,
V.
SINGLEPOINT FINANCIAL, INC., :
a Delaware corporation, f/k/a
OpTeamaSoft, Inc.,
Defendant.
I:, ,.
J yi-
COMPLAINT PURSUANT TO 8 DEL. C. C 145 -:. i?
By this Complaint, Plaintiff, John A. Gentile ("Plaintiff" or "Gentile"), seeks relief
against Defendant, SinglePoint Financial, Inc. ("Defendant" or "SinglePoint"), pursuant
to Section 145(k) of the Delaware General Corporation Law as follows:
THE PARTIES
1. Plaintiff Gentile is a former director and officer of Defendant SinglePoint.
2. Defendant SinglePoint, formerly OpTeamaSoft, Inc., is a Delaware
corporation, with a place of business at 119 Cherry Hill Road, Parsippany, NJ 07054, and
whose registered agent is the Corporation Trust Co., 1209 Orange Street, Wilmington,
Delaware 19801.
JURISDICTION OF THE COURT OF CHANCERY
3. This action is initiated pursuant to 8 Del. C. S 145(k), which vests the Court
of Chancery with exclusive jurisdiction to hear and determine all actions for advances of
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