COURT OF CHANCERY
OF TliE
STATE OF DELAWARE
JA C K B . JA C O B S C O U R T H O U
VICE-CHANCELLOR WILMINGTON, DELAWARE I
November 4,2002
Lisa A. Schmidt, Esquire Joseph Grey, Esquire
Brock Czeschin, Esquire Thomas G. Whalen, Jr., Esquire
Richards, Layton & Finger Stevens & Lee, PC.
One Rodney Square 300 Delaware Ave., Suite 800
P.O. Box 551 Wilmington, DE 19801
Wilmington, DE 19899
RE: Kier Construction, Ltd. v. Raytheon Company and
Raytheon Engineers & Constructors International, Inc.
Civil Action No. 19526
Date Submitted: September 9,2002
Date Decided: November 4,2002
Dear Counsel:
Pending are motions for summary judgment and to stay discovery by
the defendants, Raytheon Company ("Raytheon") and Raytheon Engineers
& Constructors International, Inc. ("RECI"). The plaintiff, Kier
Construction, Ltd. ("Kier"), seeks declaratory relief against the defendants,
reimbursement for its attorneys' fees and expenses associated with this
action, and other relief that the Court finds proper. For the reasons next
discussed, both of the defendants' motions will be denied.
I. FACTS
Kier is a party to the Saltend construction contract, which is the
subject of the underlying claim in this case. The other signatory to the
SNIPPETS:
Raytheon Engineers & Constructors International,
Pending are motions for summary judgment and to stay discovery by
The plaintiff, Kier
Construction, Ltd., seeks declaratory relief against the defendants,
and other relief that the Court finds proper.
Kier is a party to the Saltend construction contract,
subsidiary of RECI.
That subsidiary, REC UK, was performing the
by the SPA, Raytheon, RECI, REC UK, and Morisson entered into a Project
Completion Agreement.
Kier claims the effect of the PCA was to
thereby making Raytheon and RECI parties who were
name to "Washington Group International, Inc.", and
both REC UK and Washington Group filed for bankruptcy.2 The
THE CONTENTIONS AND GOVERNING LAW
Chancery Rule 56,3 and filed an opening brief in support of that motion.
The defendants argue that because Kier was an unsecured creditor of Washington Group before
plaintiff), and those inferences must be drawn from facts, not suppositions.'
Williams v. Geier, 671 A.2d 1368, 1375 (Del.
LEXIS 255, at *14 (Del.
argue that before extrinsic evidence may be considered and discovery can be
discovery to formulate an appropriate response to the summary judgment
I conclude, for the reasons that follow, that the defendants' motion to
Because ambiguity exists, the Court may consider extrinsic facts to
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