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.comFIFTY-FIFTH AFFIRMATIVE DEFENSEThe State's abandoned and unclaimed property statute is unconstitutional to the extent itpermits the State to impair valid contracts by, among other ways, unilaterally invalidating theapplicability of Delaware's and other states' statutes of limitations.FIFTY-SIXTH AFFIRMATIVE DEFENSEThe State's claims for relief are barred as a matter of law because the State's demandincludes amounts for which the purported owner of the abandoned and/or unclaimed propertyonly has a contingent or unperfected right and, therefore, the State has not established that thepurported owner's interest is valid and enforceable in order to escheat the amounts sought.FIFTY-SEVENTH AFFIRMATIVE DEFENSECA intends to add and rely upon such other and further defenses as may become apparentduring the discovery of this action, and reserves its right to amend this answer to assert suchdefenses.WHEREFORE, Defendants CA, Inc. and Platinum Technology International, Inc.respectfully pray:a. That judgment enter on its behalf on all counts of the Verified AmendedComplaint;b. That it be awarded its costs, including attorneys' fees, incurred in connection withthe defense in this action; andc. That it be awarded such other and further relief as this Court deems just andproper.AMENDED COUNTERCLAIMThe Defendants/Plaintiffs-in-counterclaim, CA, Inc. ("CA") and Platinum TechnologyInternational, Inc. ("Platinum") (collectively CA and Platinum shall hereinafter be referred to as- 36 –
From the state tax library of Reed Smith LLPwww.reedsmith.com/DEtaxfor other related documents, please email ksollie@reedsmith.com"CA") for their claims against the Plaintiffs/Defendants-in-counterclaim Gary M. Pfeiffer, in hiscapacity as the Delaware Secretary of Finance and the Delaware State Escheator, and theDepartment of Finance, Division of Revenue for the State of Delaware (collectively the "State"),bring this counterclaim and allege as follows:1. CA brings this action to challenge: (a) the State's practice of estimating amountsallegedly owed for unclaimed and abandoned property liability, (b) the State's practice ofescheating unclaimed and abandoned property back to 1981, (c) the State's practice of escheatingunclaimed and abandoned property owed to other states, (d) the State's practice of escheatingunclaimed and abandoned property already reunited with rightful owners, (e) the State's practiceof escheating unclaimed and abandoned property owed to residents of foreign countries and/or toforeign countries themselves, (f) the practice of escheating unclaimed and abandoned propertyowed to the federal government, (g) the State's practice of escheating unclaimed and abandonedproperty that is governed by ERISA, (h) the State's practice of escheating unclaimed andabandoned property where that claim is preempted by federal law, and (i) the State's improperand unsupportable estimation techniques and methodology employed in calculating abandonedand unclaimed property liability.2. In addition, CA brings this action to: (a) challenge the constitutionality of certainstatutory sections of 12 Del. C. § 1101, et seq. that permit the State to deprive CA of propertywithout due process of law, including the failure to provide holders a full and fair opportunity tobe heard and to appeal, and (b) challenge the constitutionality of 12 Del. C. § 1101, et seq. to theextent it permits the State to impair valid contracts by, among other ways, unilaterallyinvalidating the applicability of other states’ statutes of limitations.3. In addition, CA brings this action to: (a) specifically enforce the terms of anagreement to which it entered with the State relative to the reporting of abandoned and- 37 –
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CA, Inc.'s Answer and Counterclaim - Reed Smith

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