 |
 |
|
|
|
|
|
|
|
| | | |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1
.
ANSWER TO SECOND AMENDED COMPLAINT BY CARNET HOLDING
|
EXTRACTED KEY WORDS
NOMINAL DEFENDANT SECOND AMENDED COMPLAINT COURT DELAWARE CORPORATION CARNET HOLDING ESQUIRE WILMINGTON ATTORNEYS HEREBY ALLEGATIONS PROPER SUITE MARKET STREET DEEMS HEREBY CERTIFY FOREGOING ITRANCIS PILEGGI MANTA WELGE MELLON BANK KURT HEYMAN BAYARD FIRM RITE JAMES STRUM STRADLEY RONON STEVENS YOUNG LLP |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S BENEVILLE, JR.,
individually and derivatively on behalf of
CARNET HOLDING CORP., a Delaware
corporation,
Plaintiff, Civil Action No. 17638
V
MICHAEL YORK and ELI DABICH, JR.,
Defendants.
and
CARNET HOLDlNG CORP., a Delaware
corporation,
Nominal Defendant.
ANSWER TO SECOND AMENDED COMPLAINT
BY NOMINAL DEFENDANT CARNET HOLDING CORP.
Nominal defendant CARNET Holding Corp. ("CARNET"), by its undersigned attorneys,
hereby responds to plaintiffs Second Amended Complaint by stating that this action appears to name
CARNET `only as a nominal defendant and that the allegations of the Second Amended Complaint
are interposed against the other defendants. Accordingly, and with respect to the allegations of the
Second Amended Complaint, CARNET submits itself to the jurisdiction of this Court for a proper
adjudic,ation of the claims purported to be set forth therein
WHEREFORE, CARNET demands judgment in such form and for such relief as the Court
deems just and proper
RLl'l-21&111X-I
SNIPPETS:
|
|
2
.
E. DABICHS ANSWER TO SECOND AMENDED COMPLAINT
|
EXTRACTED KEY WORDS
CARNET DIRECTORS EXPENSES INDEMNIFICATION AGREEMENT DEFENDANT PARAGRAPH OFFICER BENEVILLE YORK ALLEGATIONS INCORPORATION COURT HALLETT CERTIFICATE SULLIVAN EXHIBIT MESSRS REQUIRING ATTORNEYS DELAWARE THIRD-PARTY ARGOS DECLARING SYNERGY RESPECTFULLY REFERS FOREGOING PARAGRAPHS REASON FEES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ED WARD S. BENEVILLE, JF:., individually
and derivatively on behalf of CARNET HOLDING
CORP., a Delaware corporation,
t
Plaintiff,
;
V. Civil Action No. 17638NC
;
MICHAEL YORK and ELI DABICH, JR.,
;
Defendants,
i
and
ELI DABICH, JR'S
CARNET HOLDING CORP., a Delaware i ANSWER TO SECOND
corporation, AMENDED COMPLAINT,
; AFFIRMATIVE
DEFENSES, COUNTER-
Nominal Defendant. ; CLAIMS, CROSS-
---A CLAIMS AND THIRD-
ELI DABICH, JR., PARTY CLAIMS
Counterclaim, Cross-Claim and
Third-Party Plaintiff,
V.
EDWARD S. BENEVILLE, JR.,
Counterclaim Defendant,
MICHAEL YORK and CARNET HOLDING CORP.,
Cross-Claim Defendants,
and
DOUGLAS L. HALLETT,
Third-Party Defendant.
ELI DABICH, JR.`S AmER TO SECOND AMENDED COMPLAINT. AFFIRMATIVE
SNIPPETS:
|
|
3
.
ANSWER AND AFFIRMATIVE DEFENSES OF M. YORK
|
EXTRACTED KEY WORDS
YORK ALLEGATIONS CARNET SYNERGY PLAINTIFF AGREEMENT DABICH ARGOS SYNERGY STOCK RESPONSE FIRST SENTENCE COURT MICHAEL YORK YORK REFERS TERMS THEREOF DEFENDANT CHANCERY ATTORNEYS BENEVILLE SHARES DIFFER DELAWARE HEREBY SECOND AMENDED COMPLAINT PLAINTIFF EDWARD SHAREHOLDER PRESIDENT PARTNER TECHNOLOGIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELJAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR., individually >
and derivatively on behalf of CARNEl`
HOLDING CORP., a Delaware corporation,
) C.A. No.: 17638
Plaintiff,
1
v. >
MICIHAEIL YORK and ELI DABICH, JR., i
Defendants, i
and i
CARNECT HOLDING ICORP., a Delaware ;
corporation,
;
Norninal Defendant. >
ANSWER AND
AFFIRMATIVE DEFENSES OF
DEFENDANT MICHAEL YORK
IDefendant Michael. York (;`Mr. York"), by and through his attorneys, hereby answers the
Second Amended Complaint of Plaintiff Edward S. Beneville, Jr. and pleads affirmative
defense:3 thereto as follo\vs:
1. Mr. York adtnits that Beneville was a shareholder of CARNET. The remaining
allegations of paragraph 1 are admitted on information and belief.
2. Admitted.
3 Admitted that Mr. Dabich was a Director of CARNET. The remaining allegations
ofparagraph 3 are admitted on information and belief.
4. Admitted.
5. Admitted.
SNIPPETS:
|
|
4
.
SECOND AMENDED COMPLAINT
|
EXTRACTED KEY WORDS
YORK CARNET DABICH SYNERGY PLAINTIFF PERSONA1 MARKETING SUBSIDIARIES INSURANCE DEFENDANTS DIRECTORS AGREEMENT SHAREHOLDERS DELAWARE STOCK RIGHTS BENEVILLE CALIFORNIA AUTOMOBILE INSURANCE HOLDING RELEVANT TIMES BUSINESS DISABLING SELF-INTEREST DEMAND TRANSACTION FIDUCIQ EXCUSE BREACH SOFTWARE SYSTEM |
1.N THE COCJRT OF CHANCERY OF THE STATE OF DELAWARE
1N AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR., individually
and derivatively on behalf of CARNET HOLDING
CORPORATION, a Delalvare corporation,
Plaintiff,
C.A. No. 17638
v.
MK?HAEI.. YORK and ELI DABICX, JR.,
Defendants,
and
CA.RNET HOLDING C~ORPORATION, a Delaware
corporation,
Nominal Defendant.
SIECOND AMENDED COMPLAINT
Plaintiff, Edward S. Beneville, Jr. ("Beneville"), individually and derivatively on
behalf of C4RNET Holding Corporation, a Delaware corporation ( "CARNET"), by and through
their attorneys, allege upon knowledge with respect to themselves and their own actions as set forth
herein, and upon information and belief with respect to all other allegations, as follows:
THE PARTIES
1. PlaintiFFBerieville is and at all relevant times was a resident of the
California and a shareholder of nominal defendant CARNET.
2. Defendiznt Michael York ("York") is and at ail relevant times was the
Chairman ofthe Board of Directors ("the Board") of CARNET. His home address is 160 Cypress
A\renuc, Hermosa Beach, California 90254.
3. Defenc.ant Eli Dabich, Jr. ("Dabich") was at relevant times a Director of
CARNE'I`. His home address is 2815 Cox Neck Road, Chester, Maryland 21614.
SNIPPETS:
|
|
5
.
MEMORANDUM OPINION
|
EXTRACTED KEY WORDS
YORK DIRECTORS DEFENDANTS DABICH DEMAND COURT DELAWARE PLAINTIFF BENEVILLE ESQUIRE CHANCELLOR MAJORITY ALLEGES BOARD MEMBERS DEL MARKETING AGREEMENT ATTORNEYS COMPLAINT DISINTERESTEDNESS SYNERGY WILMINGTON NOMINAL DEFENDANT ARGOS BUSINESS JUDGMENT RULE BUSINESS JUDGMENT STOCKHOLDER TRANSACTION CARNET HOLDING FIDUCIARY DUTIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTL,E COUNTY
EDWARD S. BENEVILLE, JR., individually )
and derivatively on behalf of CARNET >
HOLDING CORPORATION, a Delaware )
corporation, >>
Plaintiff, >
V. i Civil Action No. 17638; :
MICHAEL YORK and E3LI DABICH, JR., i _--
. _
> - -
Defendants. > ,- .
and 1>
(CARNET HOLDING CORPORATION, a )
Delaware corporation, >>
Nominal Defendant. >
MEMORANDUM OPINION
Date Submitted: June 20, 2000
Date Decided: July 10, 2000
Francis G.X. Pileggi, Esquire, Robert M. Unterberger, Esquire, of MANTA AND
`WELGE, Wilmington, Delaware, Attorneys for Plaintiffs.
James C. Strum, Esquire, of STRADLEY RONON STEVENS & YOUNG, of
Wilmington, Delaware, Attorney for Defendant Michael York.
Kurt M. Heyman, Esquire, Patricia L. Enerio, Esquire, of THE BAYARD FIRM,
W'ilmington, Delaware, Attorneys for Defendant Eli Dabich, Jr.
Anne C. Foster, Esquire, Thad J. Bracegirdle, Esquire, Michael J. Merchant,
Esquire, of RICHARDS, LAYTON & FINGER, Wilmington, Delaware, Attorneys
for Nominal Defendant.
STRINE, Wee Chancellor
Plaintiff Edward S. Beneville, Jr. has filed this derivative action, in
SNIPPETS:
|
|
6
.
REPLY BRIEF OF DEFENDANTS IN SUPPORT OF MOTION TO DISMISS
|
EXTRACTED KEY WORDS
COURT CARNET PLAINTIFF YORK MOTION DELAWARE DISMISS DEL ARGOS AMENDED COMPLAINT CHANCERY HOLDING DABICH MICHAEL YORK CORPORATE OPPORTUNITY ALLEGATIONS TRANSACTION LIMITED PARTNERSHIP SUMMARY JUDGMENT LICENSING RIGHTS NOMINAL DEFENDANT DISINTEREST CHANCERY COURT RULE SYNERGY COMMON STOCK AMENDED COMPLAINT FAIL VALID CLAIM ALLEGATIONS OFTHE SUPREME COURT FINANCIAL ABILITY |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR.,
individually and derivatively on behalf of
CARNET HOLDING CORP., a Delaware
corporation,
Plaintiff, Civil Action No. 1763 8
V.
MICHAEL YORK and ELI DABICH, JR.,
Defendants,
and
CARNET HOLDING CORP., a Delaware
corporation,
Nominal Defendant.
REPLY BRIEF OF DEFENDANTS MICHAEL Yom-
AND CARNET HOLDING CORP. IN SUPPORT OF THFIR : y.
MOTION TO DISMISS OR FOR SUMMARY JUDGME-IJT' __
-: c; 3
Anne C. Foster
Thad J. Bracegirdle
Michael J. Merchant
Richards, Layton & Finger
One Rodney Square
P. 0. Box 551
Wilmington, DE 19899
(302) 658-6541
Attorneys for Nominal Defendant CARNET
Holding Corp.
James C. Strum
Stradley Ronon Stevens & Young LL,P
Suite 600
919 Market Street
P.O. Box 2170
Wilmington, DE 19899
(302) 576-5850
Attorneys for Defendant Michael York
Dated: June 12, 2000
SNIPPETS:
|
|
7
.
REPLY MEMORANDUM IN SUPPORT OF DEFENDANT E. DABICHS MOTION TO DISMISS
|
EXTRACTED KEY WORDS
DEMAND PLAINTIFF DEFENDANT MEMBER YORK DISMISS MOTION CHANCERY COURT RULE CARNET SUMMARY JUDGMENT SUPPORT AMENDED COMPLAINT DEMAND FUTILITY DIRECTORS DEFENDANT ELI DABICH CONCEDES DISINTEREST DISQUALIFY WILMINGTON ESQUIRE CARNET HOLDING MEMORANDUM PURSUANT OPENING CONTEND CHALLENGED TRANSACTION PURPOSES INSTITUTE ACTION ANS |
In' THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARI) S. BENEVILLE, JR.,
individually and derivatively on behalf of
CARNET HOLDING CORP.,
a Delaware corporation,
Plaintifi;
V. Civil Action No. 17638NC
\llC`I l.\l.L 1'OI:K and ELI D.UICH, JR. .
Defendants,
and
CARNE'I- HOLDING CORP.,
a Delaware corporation, :.
-,
:
Nominal Defendant.
REPLY MEMORANDUM IN SUPPORT OF
DEFENDANT ELI DABICH, JR.3 MOTION
TO DISMISS OR FOR SUMMARY JUDGMENT
Defendant Eli Dabich, Jr. ("Dabich") respectfully submits this reply memorandum in
support or his motion to dismiss. the amended complaint or for summary judgment in this
pqortcd dcril,ative action, which motion was filed pursuant to Chancery Court Rules 12(b)(6),
23.1 and 56(c). Dabich hereby joins in the reply brief bein g submitted today by defendants
Michael York ("York") and CARNET Holding Corp. ("CARNET") in support of their own
SNIPPETS:
|
|
8
.
PLAINTIFFS ANSWERING BRIEF IN OPPOSITION TO MOTION TO DISMISS
|
EXTRACTED KEY WORDS
PLAINTIFFS YORK CARNET DABICH COURT DEMAND FACTS SHAREHOLDERS MOTION SUMMARY JUDGMENT DISMISS BENEVILLE DELAWARE COURT RULE DEL SYNERGY CARNET HOLDING ORIGINAL COMPLAINT DERIVATIVE ACTIONS TRANSACTION CORPORATE OPPORTUNITY FIDUCIARY DUTY SUBSIDIARIES MICHAEL YORK SELF-INTEREST PLAINTIFFS ALLEGE ELI DABICH PARTNERSHIP BENEVILLE AFF |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE,
JR., individually :
and derivatively on behalf of CARNET HOLDING :
CORPORATION, a Delaware corporation,
Plaintiffs,
C.A. No. 17638
MICHAEL YORK and ELI DABICH, JR., :
Defendants,
and
CARNET HOLDING CORPORATION, a
Delaware corporation,
Nominal Defendant.
PLAINTIFFS' ANSWERING BRIEF IN OPPOSITION TO
MOTION TO DISMISS OR FOR SUMMARY JUDGMENT OF
DEFENDANTS MICHAEL YORK, ELI DABICH, JR.
AND CARNET HOLDING CORPORATION
Francis G.X. Pileggi
Robert M. Unterberger
Manta and Welge
Suite 1400
Mellon Bank Center
9 19 Market Street
Wilmington, DE 19801
(302) 655-7460
Attorneys for Plaintiffs
Edward S. Beneville, Jr.,
individually and derivatively
on behalf of Camet Holding Corporation,
a Delaware corporation
Dated: May 30,200O
TABLE
- - OF- CONTENTS
SNIPPETS:
|
|
9
.
FIRST AMENDED COMPLAINT
|
EXTRACTED KEY WORDS
ARGOS YORK DABICH ARGOS SYSTEM SYNERGY PLAINTIFFS INSURANCE DIRECTORS SUBSIDIARIES MARKETING AGREEMENT RIGHTS DEFENDANTS BENEVILLE BUSINESS DELAWARE STOCK SELF-INTEREST CALIFORNIA AUTOMOBILE INSURANCE DEMAND DERIVATELV RELEVANT TIMES SHAREHOLDERS HALLETT MATERIAL BUSINESS EXCUSE DISABLING SELF-INTEREST BREACH |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR., individually
and derivatively on behalf of CARNET HOLDING
CORPORATION, a Delaware corporation,
Plaintiffs,
CA. No. 17638
V.
MICHAEL YORK and ELI DABICH, JR.,
Defendants,
and
CARNET HOLDING CORPORATION, a Delaware :
corporation,
Nominal Defendant.
FIRST AMENDED COMPLAINT -
-
Plaintiffs, Edward S. Beneville, Jr. ("Beneville"), individually and derivatively on
behalf of CARNET Holding Corporation, a Delaware corporation ( "CARNET"), by and through
their attorneys, allege upon knowledge with respect to themselves and their own actions as set forth
herein, and upon information and belief with respect to all other allegations, as follows:
THE PARTIES
1. Plaintiff Beneville is and at all relevant times was a resident of the State
California and a shareholder of nominal defendant CARNET.
2. Defendant Michael York ("York") is and at all relevant times was the
Chairman of the Board of Directors ("the Board") of CARNET. His home address is 160 Cypress
Avenue, Hermosa Beach, California 90254.
3. Defendant Eli Dabich, Jr. ("Dabich") was at relevant times a Director of
CARNET. His home address is 28 15 Cox Neck Road, Chester, Maryland 2 16 14.
SNIPPETS:
|
|
10
.
OPENING BRIEF IN SUPPORT OF E. DABICHS MOTION TO DISMISS
|
EXTRACTED KEY WORDS
CARNET DEFENDANT COURT YORK COMPLAINT MOTION BENEVILLE DEMAND DISMISS DEL ARGOS TRANSACTION PLAINTIFF ELI DABICH DIRECTORS DELAWARE CORPORATION CARNET HOLDING SUPPORT ALLEGATION DEMAND FUTILITY ANALYSIS NOMINAL DEFENDANT DEMAND FUTILITY BUSINESS CHANCERY MICHAEL YORK BAYARD FIRM PATRICIA WILMINGTON ATTORNEYS AUTHORITIES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR.,
individually and derivatively on behalf of
CARNET HOLDING CORP.,
a Delaware corporation, i1
Plaintiff,
;
V. ) Civil Action No. 17638NC
MICHAEL YORK and ELI DABICH, JR.,
>
Defendants,
and
CARNET HOLDING CORP.,
a Delaware corporation,
Nominal Defendant.
OPENING BRIEF IN SUPPORT OF
DEF
- ENDANT ELI DABICH. JR.`S MOTION TO DISMISS
THE BAYARD FIRM
Kurt M. Heyman
Patricia L. Enerio
222 Delaw,are Avenue, Suite 900
P.O. Box 25 130
Wilmington, DE 19899
(302) 655-5000
Attorneys for Defendant Eli Dabich, Jr.
DATED: March 7.2000
TABLE OF
SNIPPETS:
|
|
11
.
OPENING BRIEF OF M. YORK AND CARNET HOLDING IN SUPPORT OF MOTION TO DISMISS
|
EXTRACTED KEY WORDS
COMPLAINT CARNET FACTS DEMAND COURT DEFENDANTS YORK DEL ALLEGE COMPLAINT FAILS DELAWARE MOTION MAJORITY STANDARD DISMISS PARTICULARIZED FACTS MICHAEL YORK ALLEGATIONS CARNET HOLDING DIRECTORS MARKETING AGREEMENT CORPORATE OPPORTUNITY NOMINAL DEFENDANT ACCORDING INDEPENDENCE BUSINESS DECISION CORPORATE WASTE TRANSACTION BENEVILLE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR.,
individually and derivatively on behalf of
CARNET HOLDING CORP., a Delaware
corporation,
Plaintiff, Civil Action No. 17638 F
V. t
MICHAEL YORK: and ELI DABICH, JR. ;
Defendants, I -
and ;
CARNET HOLDING CORP., a Delaware
corporation, \
Nominal Defendant.
OPENING BRIEF OF DEFENDANTS MICHAEL YORK AND
CARNET HOLDING CORP. IN SUPPORT OF THElR MOTION TO DISMISS
Anne C. Foster
Thad J. Bracegirdle
Michael J. Merchant
Richards, Layton & Finger
One Rodney Square
P. 0. Box 551
Wilmington, D.E 19899
(302) 658-654 1
Attorneys for Defendants Michael York and
Carnet Holding Corp.
Dated: February 29: 2000
KLFl-2124745-l
TABLE OF CONTENTS
T A B L E O F A U T H O R I T I E S
SNIPPETS:
|
|
12
.
COMPLAINT
|
EXTRACTED KEY WORDS
DEFENDANTS YORK ARGOS DABICH PLAINTIFFS SYNERGY SUBSIDIARIES DELAWARE CORPORATION DIRECTORS CARNET HOLDING RELEVANT TIMES BUSINESS MARKET RIGHTS SELF-INTERESTS STOCK DEMAND OBLIGATION BENEVILLE ELI DABICH AUTOMOBILE INSURANCE APPROVE TRANSACTION OWNERSHIP MANAGEMENT AGREEMENT SELL GRANTING LICENSE |
p,*. :;.. -.'
1- ; c
j \ , IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
EDWARD S. BENEVILLE, JR., individually
and derivatively on behalf of CARNET HOLDING
CORP, a Delaware corporation,
Plaintiffs,
V.
MICHAEL YORK and ELI DABICH, JR.,
Defendants,
and
CARNET HOLDING CORP., a Delaware corporation,
Nominal Defendant.
COMPLAINT
Plaintiff, Edward S. Beneville, Jr. ("Beneville"), individually and
CARNET Holding Corp., a Delaware corporation, ( "CARNET"), by and through their
allege upon knowledge with respect to themselves and their own actions as set
information and belief with respect to all other allegations as follows:
THE PARTIES
1. Plaintiff Beneville is and at all relevant times was a resident
and a shareholder of nominal defendant CARNET.
2. Defendant Michael York ("York") is and at all relevant times was
the Board of Directors of CARNET. His home address is 160 Cypress Avenue, Hermosa
CA 90254.
SNIPPETS:
|
|
|
| | | |
|
|
