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1
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
DELAWARE COURT JOHNSTON PLAINTIFF AGREEMENT INDEMNIFICATION LITIGATION EXPENSES CAREMARK EMPLOYMENT ARBITRATION FORUM LAW JURISDICTION COMPLAINT PARTIES CONSIDERATIONS DISPUTE FORMER EMPLOYER PROCEEDING DISMISS DECLARATORY JUDGMENT PENDING AMENDED COMPLAINT PRACTICALITY FIRST-FILED RULE CONVENIENS REASONS CIRCUIT COURT RESOLVE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
J. BROOKE JOHNSTON, JR. >
Plaintiff, >>
V. > C.A. No. 17607
>
CAREMARK RX, INC.,
;
Defendant. > :.
Submitted: March 22,200O
Decided: March 28,200O
MEMORANDUM OPINION
Hem-y N. Herndon, Jr. and Michael A. Weidinger of Morris, James, Hitchens &
Williams, Wilmington, Delaware. Attorneys for Plaintiff.
Gregory P. Williams and Megan Semple Greenberg of Richards, Layton & Finger,
Wilmington, Delaware. OF COUNSEL: Michael P. Kenny and Philip R. Stein of
Alston & Bird LLP, Atlanta, Georgia. Attorneys for Defendant.
STEELE, V.C.
Plaintiff files in Alabama for arbitration of his employment agreement with
defendant, his former employer, and the former employer tiles an action in the
Alabama courts seeking a declaratory judgment that plaintiff is not entitled to
arbitration. The Alabama court stays the arbitration pending a decision on the
declaratory judgment action. Plaintiff then seeks leave of the Alabama court to file
for arbitration of a related indemnification agreement. The Alabama court denies
leave to submit the indemnification agreement to arbitration. The former employer
then files an amended complaint in the declaratory judgment action alleging, inter
alia, that plaintiff breached his fiduciary duties while employed under the terms of
SNIPPETS:
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2
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CAREMARKS REPLY BRIEF IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
COURT JOHNSTON CAREMARK INDEMNIFICATION AGREEMENT DELAWARE MOTION STEIN FORUM CONVENIENS PRINCIPLES COMITY JUDICIAL ECONOMY DISMISS RELIEF DEL PLAINTIFF ALLEGED INDEMNIFICATION AGREEMENT SUMMARY JUDGMENT KENNY PHILIP PEACHTREE STREET EMPLOYMENT AGREEMENT ATTORNEYS THISACTION PRIOR FILED ACTIONS LITIGATION COUNTERCLAIMS COMPLAINT ARBITRATION PROCEEDINGS CONNECTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
J. BROOKE JOHNSTON, JR.
Plaintiff,
;
V. C. A. No. 17607-NC
i
CAREMARK Rx, INC.,
1
Defendant. >
CAREMARK RX, INC.`S REPLY BRIEF
IN SUPPORT OF ITS MOTION TO DISMISS
OR, IN THE ALTERNATIVE, STAY THE PROCEEDINGS ;
L
.-
. .
_.._
L. `.. ,_x
Gregory P. Williams
Megan Semple Greenberg
Richards, Layton & Finger
One Rodney Square
P.O. Box 55 1
Wilmington, DE 19899
Attorneys for Defendant
OF COUNSEL:
Michael P. Kenny
Philip R. Stein
Alston & Bird LLP
1201 W. Peachtree Street
Atlanta, GA 30309-3424
Dated: February 28, 2000
RLFl-2121862-1
SNIPPETS:
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3
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RESPONSE OF DEFENDANT IN OPPOSITION TO MOTION FOR EXPEDITED PROCEEDINGS
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EXTRACTED KEY WORDS
ALABAMA EXPEDITION COURT ALABAMA ACTION MOTION ARBITRATION COMPLAINT DEL RESPONSE ALLEGED EMPLOYMENT AGREEMENT CAREMARK SEEKING EXPEDITION EXPEDITED RELIEF REASONS SLIP FILING FEES COMMENCING PARTY BERGER PRIOR PENDING DEFENDANT CAREMARK DEMAND PLAINTIFF ASSERTS PAYMENT ATTORNEYS PURPORTS SUITS LITIGATION |
IN THE. COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
J. BROOKE JOHNSTON, JR.,
Plaintiff, r-
I Civil Action No. 17607
V. ;
CAREMARK RX., INC., i
.,
Defendant.
--
RESPONSE OF DEFENDANT CAREMARK RX. INC. IN OPPOSITION
TO PLAINTIFF'S MOTION FOR EXPEDITED PROCEEDINGS
Defendant Caremark Rx, Inc. ("Caremark" or the "Company"), through its undersigned
counsel, responds as follows to the Motion For Expedited Proceedings (the "Motion") filed herein
by plaintiff:
1. Plaintiff initiated the dispute with the Company that gave rise to a
in Alabama (the "Alabama Action") by filing a Demand for Arbitration with the American
Arbitration Association in the summer of 1998. In August 1998, the Company responded by tiling
a Complaint for Declaratory Judgment in the Circuit Court of Jefferson County, Alabama as to the
invalidity of the alleged employment agreement cited by plaintiff as the basis of his Demand for
Arbitration. See Dkt. 1, Compl. Ex. A. In response to that complaint, plaintiff asserted seven
counterclaims against the Company, all of which relate to his alleged employment agreement. On
August 6, 1999, the Alabama court set the Alabama Action for trial to begin on April 10,200O. Dkt.
7, Ex. 2.
2. Plaintiff tiled a second Demand for Arbitration with the American Arbitration
Association in June 1999, claiming that he was entitled to advancement of his expenses incurred in
connection with the Alabama Action. Because plaintiff was already seeking payment of attorneys'
RLFl-2122208-2
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4
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ANSWERING BRIEF OF PLAINTIFF IN OPPOSITION TO MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
COURT DELAWARE MOTION INDEMNIFICATION AGREEMENT JOHNSTON ALABAMA DISMISS DEL PLAINTIFF EMPLOYMENT AGREEMENT RIGHTS DELAWARE CORPORATIONS ARBITRATION INDEMNITEE FORMERLY MEDPARTNERS RELIEF COMPLAINT STEIN AFF UNDERLYING CLAIMS LITIGATION FIDUCIARY DUTY ENJOIN JOHNSTON ATTORNEY FEES AMENDED COMPLAINT DETERMINATION DIRECTORS CONNECTION OPPOSITION NATURE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
J. BROOKE JOHNSTON, JR. >
;
Plaintiff, C.A. No. 17607
;
V.
CAREMARK RX, INC., formerly
MedPartners, Inc., formerly
MedPartners/Mullikin, Inc.,
a Delaware corporation
Defendant.
ANSWERING BRIEF OF PLAINTIFF
IN OPPOSITION TO MOTION TO DISMISS OR STAY
MORRIS, JAMES, HITCHENS & WILLIAMS LLP
Henry N. Herndon, Jr.
Michael A. Weidinger
222 Delaware Avenue, 10th Fl.
P. 0. Box 2306
Wilmington, DE 19899
302/888-6880
Attorneys for Plaintiff
J. Brooke Johnston, Jr.
DATED: February 11, 2000
MAW/18524-0001/62341711
TABLE OF CONTENTS
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5
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CAREMARK RXS BRIEF IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
JOHNSTON DEL PLAINTIFF INDEMNIFICATION AGREEMENT COURT ALABAMA ACTION CAREMARK PURPORTED INDEMNIFICATION AGREEMENT SUPR MOTION COMITY JUDICIAL ECONOMY FEES DISMISS SUITS ALLEGED EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT PRINCIPLES CONVENIENS ARBITRATION MEDPARTNERS LITIGATION AUTHORITIES ANDREAS HOLDINGS GROUNDS SUB NOM PLAN TRUST FEDERAL COURT ADJUDICATION CONNECTION |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
J. BROOKE JOHNSTON, JR.
Plaintiff,
;
V. Civil Action File
; No. 17607~NC
CAREMARK RX, INC.,
Defendant.
CAREMARK RX, INC'S BRIEF IN SUPPORT OF ITS MOTION TO DISMISS
OR, IN THE ALTERNATIVE, STAY THE PROCEEDINGS
Gregory P. Williams
Megan Semple `Greenberg
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE3 19899
Attorneys for Defendant
.,^-
i
OF COUNSEL:
Michael P. Kenny _.
__
f,/,
Philip R. Stein _ I!
`5 ;`
A&on & Bird LLP
1201 W. Peachtree Street
Atlanta, GA 30309-3424
SNIPPETS:
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6
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COMPLAINT FOR ADVANCEMENT
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EXTRACTED KEY WORDS
JOHNSTON INDEMNIFICATION DELAWARE CERTIFICATE EXPENSES FEES ALABAMA ACTION REASON RIGHTS ATTORNEY FEES LAW EMPLOYEE HERETO EXHIBITS BY-LAWS CONNECTION COSTS MEDPARTNERS INCORPORATION OFFICER AGENT COURT LNDEMNITEE REQUIRING PURSUANT REQUESTING GENERA CONTRACT RIGHTS THIRD CERTIFICATE |
IN AND FOR NEW CASTLE COUNTY
J. BROOKE JOHNSTON, JR.
v.
CAREMARK RX, INC., formerly
MedPartners, inc., formerly
MedPartnerslMullikin, Inc.,
a Delaware corporation
COMPLAINT FOR ADVANCEMENT
1. Plaintiff, J. Brooke Johnston, Jr. ("Johnston") is a former officer and
employee of Defendant. He held the positions of Senior Vice President and General
Counsel ~
2. Defendant, CareMark Rx, Inc., which was formerly named
MedPartners, Inc. (the "Company"), is a Delaware corporation. Its principal place of
business is at 3000 Galleria Tower, Suite 1700, Birmingham, Alabama 35244, Its
agent for service of process in the State of Delaware is Corporation Service Company
formerly The Prentice-Hall Corporation System, Inc., 1013 Centre Road, Wilmington
DE 19805.
3. Johnston is named as a defendant in an action brought by the
Company in the Circuit Court of Jefferson County, Alabama, entitled MedPartners, Inc.
v.Waoar, et. al, C.V.-9804984 (the "Alabama Action") by reason of the fact that he was
formerly an officer and employee of the Company. Copies of the Complaint for
Declaratory Judgment and the First Amended Complaint of MedPartners, Inc. in the
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