in the united states district court for the district of delaware

More documents

Recommendations

Info

through corporate ownership is insufficient to establish rights as a third-party beneficiary"') (internal citations omitted). Moreover, in its briefing on the motion for jurisdictional discovery, Plaintiff never articulates in any detail why IRP's attenuated connection to this plant demonstrates evidence of the requisite intent. (See D.I. 28 at 10; D.I. 42 at 6-7) Instead, in its briefs, Plaintiff relies primarily on Hadley in support of its third-party beneficiary argument. (D.I. 28 at 5) In Hadley, the contract at issue was a Merger Agreement between StatesRail L.L.C. and K.iamichi Railroad Company ("K.iamichi"). 2003 WL 21960406 at * 1. Before the merger, K.iamichi was a closely held corporation with approximately 16 shareholders, including third-party defendants Jack Hadley (who, along with his wife, were the majority shareholders of Kiamichi, owning 60% of the shares) and Thomas Hadley (collectively, "the Hadleys"). Id. at *1, *5. The Hadleys argued that, as non-signatories to the Merger Agreement, they were not bound by its forum selection clause. I d. at *2. However, the small group ofK.iamichi shareholders (including the Hadleys) were not only repeatedly referenced in the Merger Agreement, but were also to receive payments of up to $1.4 million under the terms of the agreement if the merger was completed. I d. at * 1. Moreover, the Merger Agreement itself had to be approved by the K.iamichi shareholders before it could become final, and thus the Hadleys had individually consented to the stock purchase and merger that was at the heart of that agreement. Id. at *5. These factors led this Court to conclude that "[t]he Hadleys, as [majority] shareholders, were undoubtedly intended to receive a benefit from the sale of their stock through the Merger Agreement" and that they were third-party beneficiaries of the agreement. I d. As discussed above, the TLA has no analogous provisions. IRP is never specifically named in the TLA; the TLA only refers to IRP indirectly as one of a group of"Affiliates" ofthe 16
contracting parties. There is no evidence that IRP's approval was a pre-condition for the TLA, nor that the TLA's terms provided that IRP would receive any direct, immediate benefit from the contract-certainly nothing like the benefits to shareholders that were so central to the Merger Agreement in Hadley. Thus, while the intent to benefit the shareholders in the Hadley Merger Agreement was clear upon the face of that agreement, there is no such evidence of any similar intent in the TLA to benefit IRP . 11 (2) Surrounding Circumstances Plaintiffs argument similarly fails even when the "surrounding circumstances" of the TLA are considered. Nowhere in Plaintiffs Amended Complaint-or in the numerous briefs and exhibits submitted in support of its motion for jurisdictional discovery-does Plaintiff point to evidence indicating that any party possessed the intent to benefit IRP through the TLA, or that such a benefit was intended as a "gift or in satisfaction of a pre-existing obligation" to IRP, or that "a material part of the parties' purpose in entering into" the TLA was to benefit IRP. Madison, 2001 WL 406268 at *5 (emphasis added). Instead, the only "surrounding circumstance" that Plaintiff cites in its briefs is the notion that "[t]hat IRP was in a position to benefit from the TLA [due to the benefits its subsidiaries obtained via the TLA] and publicly announced the benefits it received." (D.I. 42 at 7 (emphasis added)) 11 Also important to the decision in Hadley were the equitable principles of Delaware contract law that are designed to prevent a non-signatory to an agreement "from reaping the benefits of a contract they seek to enforce, while, at the same time, avoiding the burdens or limitations of the contract, such as a forum selection clause." 2003 WL 21960406 at *6. In that case, there was eyidence that Thomas Hadley, one of the third-party defendants, had "used his third-party beneficiary status to his benefit by seeking compensation for alleged breaches of the" agreement-at-issue in other courts. Id. at *5. In this case, however, there is no allegation that IRP has ever directly or indirectly sought to enforce the terms of the TLA. Indeed, the only party who seeks to enforce the terms of the TLA in the present litigation is Plaintiff. 17
Page 1 and 2: IN THE UNITED STATES DISTRICT COURT
Page 3 and 4: place of business in the Netherland
Page 5 and 6: jurisdictional discovery turns on t
Page 7 and 8: 444 U.S. 286, 297 (1980). Unless th
Page 9 and 10: elating to the agreement? Hadley v.
Page 11 and 12: clause of the TLA is valid. 7 2. IR
Page 13 and 14: only to the TLA in undertaking its
Page 15: IPR and IPW would all likewise be d
Page 19 and 20: who expects to benefit from the suc
Page 21 and 22: power to govern its subsidiaries "s
Page 23 and 24: In Capital Group Cos. v. Armour, No
Page 25 and 26: that KSC was KSP's parent and that,
Page 27 and 28: Plaintiff has offered competent evi
Page 29 and 30: At oral argument, when asked what f
Page 31 and 32: theory may provide a basis to asser
Page 33 and 34: I d. at 372 (quoting Boone v. Oy Pa
Page 35 and 36: F. Supp. 2d at 376 (granting jurisd
Page 37 and 38: States." Oticon, Inc. v. Sebotek He
Page 39: IV. CONCLUSION The Court is mindful

in the united states district court for the district of delaware

Create successful ePaper yourself

Delete template?

Save as template?