Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Am General Holdings LLC v. The Renco Group, Inc.

Court of Chancery of Delaware

July 18, 2017

AM General Holdings LLC
v.
The Renco Group, Inc.; The Renco Group, Inc.
v.
MacAndrews AMG Holdings LLC

          Date Submitted: June 1, 2017

          Stephen P. Lamb, Esquire Meghan M. Dougherty, Esquire Paul, Weiss, Rifkind, Wharton & Garrison LLP.

          Thad J. Bracegirdle, Esquire Wilks, Lukoff & Bracegirdle, LLC.

          Kevin G. Abrams, Esquire J. Peter Shindel, Jr., Esquire Abrams & Bayliss LLP.

          Joel Friedlander, Esquire Friedlander & Gorris, P.A.

         Dear Counsel:

         This matter involves long-standing claims and counter-claims between joint venturers, The Renco Group, Inc. and MacAndrews AMG Holdings LLC, who are parties to a Limited Liability Agreement of AM General Holdings LLC, dated August 10, 2004 (the "Holdco Agreement").[1] On May 17, 2017, this Court issued a Letter Opinion addressing cross-motions for partial summary judgment whereby the parties sought declarations regarding rights and obligations arising under certain provisions of the Holdco Agreement.[2] The motions were denied after I determined that the relevant provisions of the Holdco Agreement upon which the parties rested their respective motions were ambiguous (i.e., both parties proffered reasonable constructions of the provisions) and could not, therefore, support judgment as a matter of law for either party.

         In what can now safely be characterized as a pattern, Renco has filed a motion for reargument with respect to the Letter Opinion (the "Motion").[3] Renco contends that the Court misapprehended the law with respect to a fundamental tenet of contract construction: contracts should be construed in a manner that gives meaning to all provisions and does not render any provision superfluous. According to Renco, the Court incorrectly disregarded the fact that MacAndrews AMG's proffered interpretation would render Section 8.3(b) of the Holdco Agreement superfluous.

         The Court will deny a motion for reargument under Court of Chancery Rule 59(f) "unless the Court has overlooked a decision or principle of law that would have a controlling effect or the Court has misapprehended the law or the facts so that the outcome of the decision would be affected."[4] Where the motion merely rehashes arguments already made by the parties and considered by the Court when reaching the decision from which reargument is sought, the motion must be denied.[5]

         With the Rule 59(f) standard of review in mind, the Motion must be summarily denied. Renco has simply repeated arguments it raised in its motion for summary judgment. Specifically, and most directly, Renco's Reply Memorandum of Law, under the heading "MacAndrews AMG's Construction of Sections 8.3(a) and 8.3(b) Impermissibly Reads Renco's Contract Rights Out of the Holdco Agreement, " at pages 20 through 23, makes precisely the same argument Renco raises again in the Motion.[6] This is not proper reargument.[7]

         Even if the Court looked past the fact that Renco's Motion is a rehash of previously made arguments, the Motion would still fail for resting on a flawed premise. Renco contends that the Court failed to apprehend that the Holdco Agreement must be construed in a manner that gives effect to all terms and does not render terms superfluous. Yet the Court recognized this canon of construction expressly in the Letter Opinion.[8] The fact that Renco disagrees with the manner in which the Court applied the canon is, again, not proper reargument.[9]

         Likewise, the Court considered and properly rejected Renco's argument that MacAndrews AMG's proffered construction somehow conflated the parties' hypothetical revalued capital accounts and the parties' actual capital accounts. The Court determined that MacAndrews AMG had credibly argued that Section 8.3(b) was intended to remedy imbalances in the actual capital accounts of the parties. MacAndrews AMG raised this argument in response to Renco's contention that there could never be an imbalance in the parties' revalued capital accounts after application of Section 8.3(a) and, therefore, MacAndrew AMG's interpretation rendered Section 8.3(b) superfluous. Renco repeats this same argument in the Motion.[10] The Court explicitly considered the argument and accepted MacAndrew AMG's counter interpretation as reasonable.[11] Renco's rehash of the same argument it presented in its motion papers is not proper reargument.

         As the Court noted in the Letter Opinion, "[i]f both parties offer arguably reasonable constructions . . . the Court may, in its discretion, deny summary judgment [so that it may] . . . inquire into or develop more thoroughly the facts at trial in order to clarify the law or its application."[12] In this instance, the Court concluded that both parties offered reasonable constructions that, in turn, rendered the relevant provisions of the Holdco Agreement ambiguous. Renco has failed to point to any law or facts that the Court misapprehended or failed to consider in making that ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.