Submitted: June 1, 2017
Stephen P. Lamb, Esquire Meghan M. Dougherty, Esquire Paul,
Weiss, Rifkind, Wharton & Garrison LLP.
J. Bracegirdle, Esquire Wilks, Lukoff & Bracegirdle, LLC.
G. Abrams, Esquire J. Peter Shindel, Jr., Esquire Abrams
& Bayliss LLP.
Friedlander, Esquire Friedlander & Gorris, P.A.
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"). 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. 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
can now safely be characterized as a pattern, Renco has filed
a motion for reargument with respect to the Letter Opinion
(the "Motion"). 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.
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." 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.
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. This is not proper
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. The fact that Renco disagrees with the
manner in which the Court applied the canon is, again, not
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. The Court
explicitly considered the argument and accepted MacAndrew
AMG's counter interpretation as reasonable. Renco's
rehash of the same argument it presented in its motion papers
is not proper reargument.
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." 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 ...