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1
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LETTER OPINION
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EXTRACTED KEY WORDS
LODGIAN PLAINTIFFS COURT MOTION REASON ESQUIRE WILMINGTON ANNUAL MEETING SUMMARY JUDGMENT COMPLAINT MOREOVER FIXING QUORUM ARGUE LIMITED TIME RESOURCES SPENT DISMISS BROUGHL TIMELY MANNER LODGIAN INTENDS DELAY SPECIAL QUORUM REQUIREMENT BUSINESS ATTENTION MOTLON SUMMARY JUDGMENT HEREBY REGISTER CHANCERY |
C O U R T O F C H A N C E R Y
OF THE
S T A T E O F D E L A W A R E
August 3 1) 2000
Jessica Zeldin, Esquire
Morris Nichols Arsht &. Tunnel1
1201 North Market Street
P.O. Box 1347
Wilmington, DE 198991347
A.nne C. Foster, Esquire
I&chards Layton & Finger
One Rodney Square
P.0, Box 551
Wilmington, DE 1!3899
Re: Casuarina Cayman Holdings, Ltd., et al., v. Lodgian,, Inc.,
C.A. .No. 18156
Dear Counsel:
This is a case brlought under 8 L)el. C. $211, with regard to the 2000
Annual Meeting of Stockholders of defendant corporation, Lodgian, Inc.
Plaintiffs have moved for summary judgment and ask the court to consider their
motion in an expedited fashion notwithstanding both that they brought their
complaint prematurely and that Lodgian set October 12, 2000 as the date for
such meeting before thhz time for filing such complaint had ripened. Moreover,
plaintiffs have chos,en not to litigate over the date of the meeting b'ut only seek an
order fixing the meeting date on October 12, 2000, fixing the record date on the
Civil Action No. 18156
August :3 1, 2000
Page 2
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2
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MOTION FOR SUMMARY JUDGMENT
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EXTRACTED KEY WORDS
PLAINTIFFS LODGIAN COURT HOLDINGS DEL DEFENSES SUMMARY JUDGMENT DELAWARE DIRECTORS SHAREHOLDERS AFFIRMATIVE DEFENSES DEFENDANT ENTITLING CASUARINA CAYMAN HOLDINGS EDGECLIFF HOLDINGS LLC MOTION ELECTION SCHEDULING DISPUTE COMPLAINT ACCORDANCE FIXING STOCKHOLDERS CONSENT STIPULATE VOTE REQUEST SUPR |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
CASUARINA CAYMAN HOLDINGS LTD., )
a Cayman Islands, British West Indies )
corporation, and EDGECLIFF HOLDINGS, )
LLC, a Kentucky limited liabillity company, )
r:,
Plaintiffs, 1 c- i:; <'
<.
Civil Action No. 18 1.5$$& :
c- j
V. ; ip1: i
-__ :' -
: c-2
LO'DGIAN, INC., a Delaware corporation, i 7: 5
: -,
__ -. 3
> :., t
<" _: c:3
Defendant. . ..~ J .I
2 y,
a n
,' -C CA
MOTION FOR SUMMARY JUDGMENT
Plaintiffs Casuarina Cayman Holdings Ltd. and Edgecliff Holdings, LLC hereby
move for the entry of an order, in the form attached hereto as Exhibit A, requiring defendant
Lodgian, Inc. ("Lodgian") to hold its annual meeting for the election of directors on the date
fixed by Lodgian, without adjournment or postponement. The grounds for this motion are as
follows:
BACKGROUND
Plaintiffs are both shareholders of defendant Lodgian (Compl. 11 2-3). They filed
this action on July 19, 2000 seeking an order, pursuant to 8 Del. C. $ 21 l(c), scheduling an
annual mee:ting for the election of Lodgian directors (the "Annual Meeting"). On July 24, 2000,
Lodgian informed the Court that it had scheduled its Annual Meeting for October 12, 2000.
Upon learning this information, Plaintiffs attempted to secure Lodgian's consent to a stipulation
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3
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LTD. V. LODGIAN INC. ANSWER AND AFFIRMATIVE DEFENSES OF LODGIAN
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EXTRACTED KEY WORDS
RELIEF PARAGRAPH COURT PLAINTIFFS ALLEGATIONS THEREIN HOLDINGS DEFENDANT LODGIAN ADMITS DEL RESPONSE CLAIM SET ANNUAL MEETING SHAREHOLDERS EQUITY YORK ADJUDICATION CONTROVERSY MOOT FEDERAL LAW STOCK EXCHANGE RULES UNCLEAN HANDS WHEREFORE JUDGMENT DISMISSING PREJUDICE COURT DEEMS HEREBY CERTIFY FOREGOING COUNSEL |
.--+ VW\ -
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
-
CASUARINA CAYMAN HOLIDINGS, LTD. AND
EDGECLIFF HOLDINGS, LLC,
Plaintiffs,
C.A. No. 1815NC
-against-
LODGIAN, INC.,
Defendant.
-
ANSWER AND~.FFlRMATIVE DEFENSES OF LODGJAN, INC.-,.
Defendant Lodgian, Inc. ("Lodgian" or the "Company"), by and through its a&neys"
Richards, Layton & Finger and Cadwalader, Wickersham & Taft, answers the complaint of
plaintiffs in this action (the "Complaint") as follows:
1. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 1 of the Complaint, except admits that plaintiffs purport to bring this
action pursuant to 8 Del. C. 9 211.
2. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 2 of the Complaint.
3. Denies knowledge or information sufficient to form a belief as to the allegations
contained in paragraph 3 of the Complaint.
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4
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COMPLAINT
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EXTRACTED KEY WORDS
STOCKHOLDERS DIRECTORS HOLDINGS PLAINTIFF LODGIAN COURT CAYMAN EDGECLIFF SHARES DELAWARE CORPORATION KENTUCKY LIMITED LIABILITY CASUARINA ELECTION WRITTEN CONSENT LIEU ELECT DIRECTORS DESIGNATING YORK CHANCERY ISLANDS BRITISH WEST INDIES DEFENDANT ATTORNEYS COMPLAINT PURSUANT DEL OWNER COMMON STOCK OUTSTANDING SHARES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
1C'ASUARINA CAYMAN HOLDINGS LTD.,
a Cayman Islands, British West Indies
corporation, and EDGECLIFF HOLDINGS,
L.LC, a Kentucky limited liability company,
Plaintiffs, 11 Civil Action No. j 8/ 56
wc
V.
LODGIAN, INC., a Delaware corporation, .
Defendant.
:- _
COMPLAINT
Plaintiffs, Casuarina Cayman Holdings Ltd. ("Casuarina") and Edgecliff Holdings,
LLC ("Edgecliff'), by and through their undersigned attorneys, for their complaint, allege as
follows:
1. This action is brought pursuant to 8 Del. C. $ 211 to establish a date for
annual meeting of stockholders of Lodgian, Inc. ("Lodgian" or the "Company").
2. Plaintiff Casuarina is a corporation organized under the laws of the Cayman
Islands, British West Indies. Casuarina is the beneficial owner of 1,593,700 shares of Lodgian
common stock, representing approximately 5.67% of the outstanding shares.
3. Plaintiff Edgecliff is a Kentucky limited liability company, with its
executive office in Fort Mitchell, Kentucky. Edgecliff is the record owner of 2,598,100 shares of
Lodgian common stock, representing approximately 9.24% of the outstanding shares.
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