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Menn v. Conmed Corp.

Court of Chancery of Delaware

February 25, 2019

Pavel Menn
v.
Conmed Corp. and Endodynamix, Inc.,

          Submitted: February 19, 2019

          A. Thompson Bayliss, Esquire Daniel J. McBride, Esquire Abrams & Bayliss LLP

          John L. Reed, Esquire Ethan H. Townsend, Esquire DLA Piper LLP (US)

          KATHALEEN ST. JUDE MCCORMICK VICE CHANCELLOR

         Dear Counsel: This letter opinion addresses Defendants' Motion for Leave to Amend Their Answer.

         I. Background

         Conmed Corporation acquired Endodynamix, Inc. on July 30, 2014, through a Stock Purchase Agreement. The Stock Purchase Agreement designated Pavel Menn the representative of Endodynamix's selling stockholders.

         Under the Stock Purchase Agreement, Endodynamix's selling stockholders were entitled to post-closing "milestone" and "earnout" payments in connection with the development and sale of certain products, including "clip appliers."

         Plaintiff commenced this litigation on February 22, 2017, contending that Conmed and Endodynamix breached the Stock Purchase Agreement by discontinuing the development of clip appliers. In their initial answer filed on March 22, 2017, Defendants denied that they had discontinued developing the clip appliers.

         In 2017, the parties responded to written discovery and document requests. In early 2018, the parties discussed engaging in mediation. Those discussions delayed litigation; mediation never happened. In the summer and fall of 2018, the parties identified deponents and scheduled depositions. The first deposition was set for October 16, 2018.

         In September 2018, Defendants determined to discontinue development of the clip appliers. In part due to this factual development, Defendants determined to amend their answer. On October 5, 2018, in advance of depositions, Defendants sent their proposed amended answer to Plaintiff. Plaintiff opposed Defendants' filing of the amended answer.

         The parties briefed Defendants' motion to amend and the Court heard oral arguments on February 19, 2019.

         II. Analysis

         Under Court of Chancery Rule 15(a), the Court freely grants leave to amend pleadings "when justice so requires."[1] Justice generally requires resolving matters on their merits.[2] For this reason, granting leave to amend is "very permissive."[3]The Court will grant leave "unless there is evidence of bad faith, undue delay, ...


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