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1
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LETTER OPINION
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EXTRACTED KEY WORDS
COUNTERCLAIM FIDUCIARY DUTY HALCON YORK BREACH YORK LININGS ALLEGE FRAUD ROACH HRC JOINT VENTURE COUNTERCLAIM DEFENDANTS REPRESENTATIONS ALLEGATIONS JOINT VENTURE CORPORATION DISMISS PARTICULARITY PORTION MOTION FIDUCIARY DUTIES COURT INTENT BUSINESS CHANCERY RULE COUNTERCLAIMANTS FAIL FACTS COMPLAINT PLAINTIFF CONTRACTORS PERSONNEL |
COURT OF CHANCERY
O F T H E
STATE OF DELAWARE
M Y R O N T S T E E L E
`b,/JICE~ChANCELLOR D O V E R ,
Kathleen M. Jennings
Lisa A. Borin
Oberly & Jennings
P.O. Box 2054.
Wilmington, DE 19899
Robert B. Anderson
McCarter & English
P.O. Box 111
Wilmington, DE 19899
Re: York Linings v. Roach
C.A. No. 16622-NC
Submitted: March 4, 1999
Decided: July 28, 1999
Counsel:
ISSUES PRESENTED
The director of a Delaware joint venture corporation and two corporations which
he controls move to dismiss pursuant to Court of Chancery Rule 12(b)(6) a
counterclaim filed against the director that he breached the Iiduciary duty of loyalty
that he owed to the joint venture corporation. Because the Counterclaimants fail, as
required by Court of Chancery Rule 9(b), to plead with particularity the portion of the
breach of fiduciary duty claim based on the director's alleged fraud, I dismiss that
portion of Counterclaimants' breach of fiduciary duty claim. However, because the
York v. Roach (#16622-NC)
July 28, 1999
Page 2
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