IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
THE O'BRIEN CORPORATION, )
an Indiana corporation, >>>
Plaintiff, >
V. > Civil ActionNo. 16562 `:- \ ,
>
HUNT-WESSON, INC., > ,._ '
a Delaware corporation, >> (-7.I
Defendant. > ( `I
" -' i-1
12 1. '
MEMORANDUM OPINION AND FINAL ORDER
Date Submitted: February 23,1999
Date Decided: February 25, 1999
M. Duncan Grant, Esquire, Tara L. Lattomus, Esquire, of PEPPER HAMILTON,
Wilmington, Delaware; OF COUNSEL: Wade R. Joyner, Esquire, of CROWLEY
BARRET & KARAE3A, Chicago, Illinois, Attorneys for Plainti&?.
Jesse A. Finkelstein, Esquire, J. Travis Laster, Esquire, of RICHARDS, LAYTON &
FINGER, Wilmington, Delaware; OF COUNSEL: James P. Fitzgerald, Esquire, John
A. Andreasen, Esquire, John J. Schirger, Esquire, of MCGRATH, NORTH, MULLIN
& KRATZ, Omaha, Nebraska, Attorneys for Defendant.
STRINE, Vice Chancellor
In this matter, the plaintiff O'Brien Corporation ("O'Brien") seeks a
declaratory judgment: 1) that the defendant Hunt-Wesson, Inc. ("Hunt-
Wesson") is the successor-by-merger to W.P. Fuller & Company, Inc.
("Fuller") and W.P. Fuller Paint Company, Inc. ("Hunt Fuller") and is
responsible for all of their liabilities arising from or related to claims raised
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
M. Duncan Grant, Esquire, Tara L. Lattomus, Esquire, of PEPPER HAMILTON, Wilmington,
STRINE, Vice Chancellor
1) that the defendant Hunt-Wesson, Inc. is the successor-by-merger to W.P. Fuller & Company,
and W.P. Fuller Paint Company,
in certain products liability litigation relating to the production of lead
of Hunt-Wesson of their responsibility for the liabilities of Fuller.
Hunt-Wesson has moved to dismiss the complaint under Chancery
not ripe for judicial determination.
claims are not ripe for resolution by this court and I therefore grant Hunt-Wesson's motion
Plaintiffs in certain products liability
white lead pigment manufactured by Fuller (the "Lead Pigment
O'Brien was named as a defendant in the Lead Pigment Litigations.
corporate transactions which O'Brien believes demonstrates that Hunt-Wesson is, under the
Fuller's corporate successor.
asset purchase, Fuller-O'Brien was a whollyowned subsidiary of O'Brien, an Indiana
Hunt-Fuller was a wholly-owned subsidiary of Hunt Foods and Industries,
to the present is correct under the DGCL.
resolve this issue by determining "whether, as a matter of Delaware law,
The contractual indemnity dispute centers on the effect of a corporate
adoption of the Uniform Declaratory Judgment Act);
Corporation sought indemnification from The LTV Corporation and certain
oil rig manufacturing business was purchased by LTV were defective.
Vice Chancellor Balick noted that "ourts
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