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1
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
SHARES REGISTRATION STATEMENT VON OPEL EXERCISE STOCK YOUBETCOM SECURITIES MEMORANDUM WARRANT CERTIFICATES OFFERING OBLIGATION PURCHASE SUMMARY JUDGMENT COMMON STOCK AMBIGUITY DISPUTE PRIVATE PLACEMENT REG MARSHALL LIABILITY MEANING DEL DELAWARE FAILURE PARTIES SUPR PRACTICABLE COVERING TILE CONTENDS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GEORGE VON OPEL, >>
Plaintiff, > i-.'
>
V. ) C.A. No. 17200
>
YOUBET.COM., INC., >>
De Fendant. ) I .:
Submitted: April 17, 2000
Decided: June 2,200O
MEMORA ND UM OPINION
Gregory P. Wil.liams and Raymond J. DiCamillo of Richards, Layton &
Finger, Wilmington, Delaware. OF COUNSEL: Jack McKay, Marc Cohen,
Cheryl Covello of Shaw Pittman, Washington, DC. Attorneys for Plaintiff.
Alan J. Stone and Jessi'ca of Morris, Nichols, Arsht & Tunnell, Wilmington,
Delaware. OF COUNSEL: Eric Landau and Laura D. Castner of
Christensen, White, Miller, Fink, Jacobs, Glaser & Shapiro, Los Ange.les,
California. Attorneys for Defendant.
STEIELE, V.C.
Is a holder of stock and warrants to purchase stock entitled to
summary judgment against the issuing company for damages arising from
the company's failure to Iile a registration statement as promised where the
stock and warrant holder has signed a document purporting to be a release
from liability w'hich refers to "shares" but not to "warrants or shares issuable
upon exercise of a warrant?"
I conclude that no party is entitled to summary judgment where the
record is unclear about the parties' intent in preparing and signing an
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2
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PLAINTIFFS REPLY BRIEF IN SUPPORT OF HIS MOTION FOR SUMMARY JUDGMENT ON LIABILITY
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EXTRACTED KEY WORDS
VON OPEL WARRANT SHARES WAIVER YOUBET MARSHALL COMMON STOCK DEL RIGHTS EVIDENCE SUMMARY JUDGMENT OBLIGATION ISSUANCE COURT AFFIDAVIT MOTION PRIVATE PLACEMENT PRIVATE PLACEMENT MEMORANDUM MATERIAL FACT OPENING PARAGRAPH SECURITIES SUPER DISPUTE BREACH RESALE EXERCISE LANGUAGE OFFERING EMPHASIS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 17
JN AND FOR NEW CASTLE COUNTY.
-. ..Li
GEORG VON OPEL, >
Plaintiff, 1>
V. ) C.A. No. 17200-NC
>
YOUBET.COM, JNC., >)
Defendant. i i 3
PLAINTIFF'S REPLY BRIEF IN SUPPORT OF HIS MOTiON
FOR SUMMARY JUDGMENT ON LIABILITY :
OF COUNSEL:
Jack McKay Gregory P Williams
Marc Cohen Raymond J. DiCamillo
Cheryl Covello Richards, Layton & Finger
Shaw Pittman One Rodney Square
2300 N Street, N.W. P.O. Box 55 1
Washington, DC 20037-l 128 Wilmington, Delaware 19899
(202) 663-8000 (302) 658-6541
Attorneys for Plaintiff Georg von Opel
Dated: March 27, 2000
RLFl-2136656.1
TABLE OF CONTENTS
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3
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YOUBET.COMS BRIEF IN OPPOSITION TO MOTION FOR SUMMARY JUDGMENT ON LIABILITY
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EXTRACTED KEY WORDS
PLAINTIFF OFFERING WARRANTS SHARES OBLIGATION SUMMARY JUDGMENT MARSHALL AFF MOTION LIABILITY AGREEMENT COURT INTENTION PARTIES GEORG VON DEFENDANT MOORE WAIVER LETTER COMMON STOCK CONTRACTUAL OBLIGATION SECURITIES GROWTH INVESTORS MEMORANDUM REGISTRATION RIGHTS WARRANT CERTIFICATE SHARES UNDERLYING OCEAN DRILLING DECISION MAKING TRAVELERS INDEMNITV PENSI-COLA BOTTLING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GEORG VON OPEL,
Plaintiff,
V. C. A. No. 17200-NC
YOUBET.COM, INC.,
Defendant.
YOUBET.COM, INC.`S BRIEF IN OPPOSITION TO
GEORG VON OPEL'S MOTION FOR SUMMARY JUDGMENT ON LIABILITY
MORRIS, NICHOLS, ARSHT & TUNNELL
Alan J. Stone
Jessica Zeldin
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899-l 347
(302) 658-9200
Attorneys for Defendant
OF COUNSEL:
Eric Landau
Laura D. Castner
CHRISTENSEN, WHITE, MILLER, FINK,
JACOBS, GLASER & SHAPIRO, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
(310) 5.53-3000
February 25,200O
i.
TABLE OF CONTENTS
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4
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LETTER OPINION
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EXTRACTED KEY WORDS
DISCOVERY SUMMARY JUDGMENT DEFENDANT MOTION AFFIDAVIT LIMITED DISCOVERY CHANCELLOR REQUEST FACTS YOUBET PARTY AVACUS PARTNERS DEFEAT VONOPE1 ALLEGED WAIVER ALAN STONE PARTY OPPOSING JUSTIFY GREGORY WILLIAMS WILMINGTON WARRANTS PURSUANT DENY UNQUESTIONABLY RAISE MATERIAL FACT VICE CHANCELLOR MYRON STEELE |
COURT OF C HANCERY
OF THE
STA,TE OF D ELAWARE
DOVER, DE 19901
Gregory P. Williams
Raymond J. DiCarnillo
Richards, Layton & Finger
P.O. Box 551
Wilmington, DE 19899
Alan J. Stone _.
Morris, Nichols, Arsht & Tunnel1
P.O. Box 1347
Wilmington, DE 19899- 1347
Re: vonOpe1 v. Youbet.com
C.A. No. 17200-NC
Submitted: October 28, 1999
Decided: January 26,200O
Counsel:
This case seemingly turns on whether Plaintiff George von Opel
knowingly and voluntarily waived his right to hold Defendant Youbet.com, Inc. to
its promise to file SEC registration statements for Youbet warrants held by
plaintiff. It is undisputed that defendant never filed for registration of the warrants.
Plaintiff now moves for summary judgment, but defendant contends it cannot
vonOpe1 v. Youbet.com (#I 7200-NC)
January 26,200O
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5
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PLAINTIFFS BRIEF IN SUPPORT OF HIS MOTION FOR SUMMARY JUDGMENT ON LIABILITY
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EXTRACTED KEY WORDS
DEL PLAINTIFF SUMMARY JUDGMENT WARRANTS SUPR VON OPEL AFF REGISTRATION STATEMENT YOUBET MOTION SHARES LIABILITY GEORG VON OPEL DEFENDANT DELAWARE ARNOLD COMMON STOCK MEMORANDUM MATERIAL FACT CONTRACT WILMINGTON ATTORNEYS OBLIGATION AGREEMENT SECURITIES WARRANT CERTIFICATES REGISTRATION STATEMENT COVERING EXERCISE AUTHORITIES SAVINGS BANCORP |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GEORG VON OPEL,
Plaintiff,
V. ) C.A. No. 17200-NC
YOUBET.COM, INC., >
>
Defendant. >
PLAINTIFF'S BRIEF IN SUPPORT OF HIS MOTION
FOR SUMMARY JUDGMENT ON LIABILITY
OF COUNSEL:
Jack McKay Gregory P. Williams
Marc Cohen Raymond J. DiCamillo
Cheryl Covello Richards, LaTyton & Finger
Shaw Pittman One Rodney Square
2300 N Street, N.W. P.O. Box 551
Washington, DC 20037- 1128 Wilmington, Delaware 19899
(202) 663-8000 (302) 658-6541
Attorneys for Plaintiff Georg von Opel
Dated: August 19, 1999
RLFI-2045947-l
TABLE OF AUTHORITIES
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6
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ANSWER
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EXTRACTED KEY WORDS
PARAGRAPH WARRANTS YOUBET ALLEGATIONS ADMITS COURT CERTIFICATE RESPECTFULLY REFERS MEMORANDUM ACCURATE STATEMENT SHARES COMMON STOCK DEFENDANT DENIES REGISTRATION STATEMENT VON OPEL PURCHASE DEFENDANT INCORPORATES REFERENCE RESPONSES PARTIES VALID CONTRACT REQUIRED YOUBET TRUTH QUOTED LANGUAGE DEFENDANT LACKS KNOWLEDGE PLAINTIFF VON OPEL EXERCISE PRICE SOLD AMENDED WARRANT CERTIFICATE |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GEORG VON OPEL,
*
Plaintiff, ..
:
V. : C. A. No. 17200-NC
:
YOUBET.COM, INC., ::
Defendant. :
ANSWER
_
Defendant, Youbet.Com, Inc. ( "Youbet"' ) for its answer,
responds to the numbered paragraphs of the Complaint as follows:
1. Defendant lacks knowledge or information
sufficient to form a belief as to the truth of the allegations
of paragraph 1.
2. The first two sentences of paragraph 2 are
admitted. The last sentence of paragraph 2 is denied, and for a
further answer, Youbet avers that it is a company seeking to
establish itself as the leading global name for online live
event wagering.
3. Denied.
4. The first sentence in paragra,ph 4 is admitted.
The second and third sentences of paragraph 4 are denied, and
for a further answer, defendant respectfully refers the Court to
the Memorandum for a complete and accurate statement of its
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7
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COMPLAINT
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EXTRACTED KEY WORDS
VON OPEL REGISTRATION STATEMENT STOCK SHARES YOUBET EXERCISE COMMON STOCK PURCHASE MEMORANDUM WARRANT CERTIFICATE SECURITIES PRICE OBLIGATIONS CONTRACT DELAWARE TRAFINA PURSUANT OFFERING ISSUANCE REG RESALE BREACH PARAGRAPHS DEFENDANT PRIVATE RELIEF COMMISSION SECURITIES ACT CLOSING |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
GEORG VON OPEL, )
Plaintiff,
V.
YOUBET.COM, INC.,
Defendant.
Plaintiff, Georg von Opel, upon knowledge as to himself and upon information
and belief as to all other matters, by his attorneys, for his Complaint against defendant
alleges as follows:
THE PARTIES
1. Georg von Opel is a citizen of Switzerland, and a resident of Switzerland.
Mr. von Opel is the beneficial owner of shares of common stock and warrants of
defendant Youbet.Com, Inc. ("Youbet"). Mr. von Opel purchased the shares and
warrants through Trafina Privatbank AG ("Trafina").
2. Upon information and belief, defendant Youbet is a corporation organized
and existing under the laws of Delaware, with its principal place of business at 12121
Wilshire Blvd, 14* Floor, Los Angeles, California 90025. Youbet's registered agent in
Delaware is Corporation Service Co., 1013 Center Road, Wilmington, Delaware 19805.
RLFl-2018702-l
Youbet is a developer of interactive software that provides individual personal
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