Delaware Business Litigation Report

Court of Chancery Refuses Depositions and "Reasonableness" Argument Under 8 Del. C. - 275

Belanger v. Fab Indus., Inc., et al., C.A. No. 054-N, 2005 WL 493593 (Del. Ch. Feb. 17, 2005). The court granted defendant's motion for protective order in a case arising out of a dissolution petition under 8 Del. C. §275. Holding that plaintiff's deposition requests at this juncture of the dissolution proceedings warranted a protective order, the court noted that resolution of the litigation did not require the depositions. Rejecting plaintiff's argument that the dissolution plan's validity depended on the "reasonableness" of the plaintiff's delay in filing the certificate of dissolution within three-years, the court held that Section 275 did not present that requirement. The court refrained from opining if the statute permitted an implied "reasonableness" requirement, but observed that the statute did not indicate or imply that the "conduct or intent of the parties is relevant to determining the validity of a plan of dissolution." The court however suggested that plaintiff could file a motion to compel those documents that it believed were required by it. Authored by: Raj Srivatsan 302-888 6831 rsrivatsan@morrisjames.com Share