CA, Inc.'s Answer and Counterclaim - Reed Smith

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From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.comTHIRTY-FIFTH AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because under the priority rulesas expressed in Texas v. New Jersey and Delaware v. New York, the State has no right, claim, ortitle to abandoned property where the claimant's address is unknown and the holder is notincorporated in Delaware.THIRTY-SIXTH AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because neither the AbandonedProperty Statute nor the common law provide the State with any right, claim, or title toabandoned property from a foreign county.THIRTY-SEVENTH AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because under the priority rulesas expressed in Texas v. New Jersey and Delaware v. New York, the State has no right, claim, ortitle to abandoned property that can be identified by a claimant's address as owed to anotherstate.THIRTY-EIGHTH AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because where a holder presentsthe State with records and books reflecting the names and addresses for claimants of abandonedproperty during relevant years, the State may not use estimations in order to calculate the amountof abandoned property that is allegedly due.THIRTY-NINTH AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because the State may notdemand that a holder produce information beyond its books and records as a pretext to justify theuse of estimates to calculate the amount of abandoned property that is allegedly due.- 32 –
From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.comFORTIETH AFFIRMATIVE DEFENSEThe State lacks standing to claim any right, claim, or title to abandoned property that canbe identified by a claimant's address as due to another state or to a claimant located in anotherstate based upon the books and records maintained by CA.FORTY-FIRST AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because the estimation methodutilized by the State to calculate the amount of abandoned property allegedly due was employedin an arbitrary and capricious manner, and fails to allocate properly the estimated property thatwould be due to other states based upon CA's books and records.FORTY-SECOND AFFIRMATIVE DEFENSEThe State's claims for relief are barred by the applicable statutes of limitations, includinglimitations applicable to owner's rights in the property dispute and the four-year statute oflimitations set forth in 6 Del. C. § 2-725.FORTY-THIRD AFFIRMATIVE DEFENSEThe State's claims for relief are barred under Court of Chancery Rule 19 by its failure tojoin one or more indispensable parties. In particular, the State's claims seek to recoverunclaimed property that CA has already escheated to other states. These other states arenecessary parties to this action because complete relief cannot be accorded in their absence,because the ability of those states to protect the unclaimed property in their possession isimpaired by their non-joinder, and because CA's escheatment of unclaimed property to thesenon-party states will subject CA to a substantial risk of incurring double, multiple or otherwiseinconsistent obligations in this litigation. Furthermore, these states are indispensable parties tothis action because a judgment entered in their absence will prejudice CA, because that prejudicecannot be avoided by the shaping of relief in this action, because a judgment rendered in their- 33 –
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CA, Inc.'s Answer and Counterclaim - Reed Smith

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