Court of Chancery Holds Claims Accrue Upon Receipt Of Inquiry Notice Of Wrongful Act
Certainteed Corp. v. Celotex Corp., et al., C.A. No. 471, 2005 WL 217032 (Del. Ch. Jan. 24, 2005).
Plaintiff brought a breach of contract action against defendant sellers under their asset purchase agreement for indemnification of losses and other related claims.
Plaintiff entered into an asset purchase agreement ("APA") with defendant. The defendant had assumed indemnification obligations relating to the assets sold. After the sale, plaintiff experienced various losses that it believed fell to the defendant to cover. This suit then ensued.
The court dismissed the claims related to losses alleged on account of nondisclosure of environmental conditions for lack of timely filing; permitted environmental remediation-work claims that accrued well after closing but barred demand for specific performance under the doctrine of laches; and permitted a classic products liability claim involving third-party indemnification based on the plaintiff's injuries incurred as a result of defendant's sale of defective materials prior to the APA.
In addressing the issues of timeliness and tolling of the claims under 8 Del. C
. §8106, the court examined and applied Wal-Mart Stores Inc. v. AIG Life Ins. Co
., 860 A.2d 312 (Del. 2004) and discussed laches barring specific enforcement requests.
The court also addressed some remaining issues involving ripeness, loss of profit damages as to the first two claims and breach of contract involving failure to mediate and held against plaintiff on all these claims and defenses.