Submitted: February 19, 2019
Thompson Bayliss, Esquire Daniel J. McBride, Esquire Abrams
& Bayliss LLP
L. Reed, Esquire Ethan H. Townsend, Esquire DLA Piper LLP
KATHALEEN ST. JUDE MCCORMICK VICE CHANCELLOR
Counsel: This letter opinion addresses Defendants' Motion
for Leave to Amend Their Answer.
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.
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."
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
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.
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.
parties briefed Defendants' motion to amend and the Court
heard oral arguments on February 19, 2019.
Court of Chancery Rule 15(a), the Court freely grants leave
to amend pleadings "when justice so
requires." Justice generally requires resolving
matters on their merits. For this reason, granting leave to
amend is "very permissive."The Court will grant leave
"unless there is evidence of bad faith, undue delay,