IN RE MARRIOTT HOTEL PROPERTIES II - Legal Case Documents


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IN RE MARRIOTT HOTEL PROPERTIES II

Keywords & Phrases

CaseNo: C.A. No. 14,961, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, State: DE Delaware, UniqueCaseRef: DE>CC>00014961, General Partner, Partnership, Tender, Unitholders, Dismiss, Summary Judgment, Motion, Del, Hotel, Revlon, Delaware, Matter, Distributions, Price, Preliminary Statement, Facts, Non-disclosure Claims, Complaint, Amendments, Marriott Hotel Properties, Citations, Contention, Vodola Affidavit, Disclosure, Deficient, Transaction, Partnership Agreement, Fair Price, Acquiescence, Contract, Remedy, Materials, Unopposed Motion, Revlon Duties, Acceptance, Unfairness Claim, Breach, Allege, Support , ContentID: 120241050

Case Documents

1999-09-24

DEFENDANTS ANSWERING BRIEF IN SUPPORT OF MOTION TO DISMISS AND FOR SUMMARY JUDGMENT
[ see first page and extracted highlights below ] ItemID: 103376

8 pages
PDF

1999-04-14

DEFENDANTS REPLY BRIEF
[ see first page and extracted highlights below ] ItemID: 103377

26 pages
PDF

Total Documents: 2 documents , 34 pages

Price: $ 24.95

IVESLCD01 KGI0001

1 . DEFENDANTS ANSWERING BRIEF IN SUPPORT OF MOTION TO DISMISS AND FOR SUMMARY JUDGMENT

EXTRACTED KEY WORDS

TENDER
PRICE
PARTNER
FACTS
DISMISS
DISCLOSURE
DEL
GENERAL PARTNER
COURT
UNITHOLDERS
FAIR PRICE
ACQUIESCENCE
CONTRACT
REMEDY
MATERIALS
DISTRIBUTIONS
ACCEPTANCE
UNFAIRNESS CLAIM
BREACH
ALLEGE
DEFENDANTS
SUPPORT
FAIRNESS
SUPR
COMPLAINT
CASH
DOCTRINE
TROUNSTINE
OFFEROR

       IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                      IN AND FOR NEW CASTLE COUNTY


IN RE MARRIOTT HOTEL PROPERTIES II
LIMITED PARTNERSHIP UNITHOLDERS CONSOLIDATED
LITIGATION CIVIL ACTION NO. 1496 1










          DEFENDANTS' ANSWERING SUPPLEMENTAL BRIEF IN
      SUPPORT OF THEIR MOTION TO DISMISS AND FOR SUMMARY
                                 JUDGMENT











Joseph M. Hassett                                     Lawrence C. Ashby
Albert W. Turnbull                                    Richard D. Heins
HOGAN & HARTSON L.L.P.                                ASHBY & GEDDES
555 Thirteenth Street, N.W.                           One Rodney Square
Washington, D.C.  20004- 1109                         P.O. Box 1150
(202) 637-5600                                        Wilmington, DE 19899
                                                      (302) 654- 1888

                          Attorneys for Defendants

Dated: September 24, 1999



                                                       TABLEOFCONTENTS


      Page

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP UNITHOLDERS CONSOLIDATED LITIGATION

DEFENDANTS' ANSWERING SUPPLEMENTAL BRIEF IN SUPPORT OF THEIR MOTION TO DISMISS AND FOR SUMMARY

PLAINTIFFS FAIR PRICE CLAIM IS BARRED BY THE DOCTRINE OF ACQUIESCENCE BECAUSE PLAINTIFF

PLAINTIFFS BREACH OF CONTRACT CLAIM

PLAINTIFF'S DISCLOSURE CLAIMS SHOULD BE DISMISSED............

FAIRNESS REMEDY.

Supr., 535 A.2d 840.

Del.

Trounstine v. Remington Rand, Inc., Del.

PLAINTIFF'S FAIR PRICE CLAIM IS BARRED BY THE DOCTRINE OF ACQUIESCENCE BECAUSE PLAINTIFF

The fair price claim rests on the facts that the offeror and the

general partner were subsidiaries of the same entity,

these facts, and alleged them in his complaint, before he decided to accept the

the tender offer exceeded distributions made the preceding year.

allege with particularity that the: pertinent facts were known to the offeror or

Tender Offer does not reflect the increase in cash flow of the Partnership,

PLAINTIFF'S BREACH OIF CONTRACT CLAIM SHOULD BE DISMISSED.

Plaintiffs acceptance of the tender offer price precludes him from

1999 letter put it - "all or substantially all of the alleged material nondisclosures in the

2 . DEFENDANTS REPLY BRIEF

EXTRACTED KEY WORDS

GENERAL PARTNER
PARTNERSHIP
COURT
DEFENDANTS
UNITHOLDERS
SUMMARY JUDGMENT
MOTION
DISMISS
TENDER
DEL
HOTEL
REVLON
LAW
DELAWARE
MATTER
PRELIMINARY STATEMENT
DISTRIBUTIONS
NON-DISCLOSURE CLAIMS
AMENDMENTS
MARRIOTT HOTEL PROPERTIES
CITATIONS
CONTENTION
VODOLA AFFIDAVIT
DEFICIENT
TRANSACTION
PARTNERSHIP AGREEMENT
COMPLAINT
UNOPPOSED MOTION
REVLON DUTIES

             IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                              IN AND FOR NEW CASTLE COUNTY


IN RE MARRIOTT HOTEL PROPERTIES II
LIMITED PARTNERSHIP UNITHOLDERS











                  DEFENDANTS' REPLY BRIEF IN SUPPORT OF THEIR
                 MOTION TO DISMISS AND FOR SUMMARY JUDGMENT


                                                                                         .
                                                                   -             -      `-.-
                                                                         - .,          (. ,













Joseph M. Hassett                                      Lawrence C. Ashby
Albert W. Turnbull                                     Richard D. Heins
HOGAN & HARTSON L.L.P.                                 ASHBY & GEDDES
555 Thirteenth Street, N.W.                            One Rodney Square
Washington, D.C. 20004-1109                            P.O. Box 1150
(202)637-5600                                          Wilmington, DE 19899
                                                       (302)654-1888

                                                       Attorneys for Defendants

Dated: April 14, 1999

SNIPPETS:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

DEFENDANTS' REPLY BRIEF IN SUPPORT OF THEIR

TABLE OF CITATIONS

PRELIMINARY STATEMENT

THE COURT SHOULD GRANT THE UNOPPOSED MOTION TO DISMISS PLAINTIFFS CLAIM THAT THE GENERAL

THE LAW AS STATED IN THIS COURTS DECISION IN LIFE TECHNOLOGIES REQUIRES DISMISSAL OF THE

THE COURT SHOULD DISMISS THE THIRD CLAIM FOR RELIEF BECAUSE, AS A MATTER OF LAW, THE TENDER

SUMMARY JUDGMENT SHOULD BE GRANTED AGAINST THE CLAIM THAT DEFENDANTS FAILED TO MAKE

PLAINTIFFS NON-DISCLOSURE CLAIMS SHOULD BE DISMISSED BECAUSE THEY ARE DEFICIENT AS A MATTER

Bershad u. Curtiss-Wright Corp., Del.

In re Marriott Hotel Properties II Ltd. Partnership Unitholders Litig.,


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