Christopher D. Visnic, et al. v. Seegrid Corporation, et al.

Summary

The Delaware Court of Chancery denied both parties’ requests for leave to move for summary judgment in litigation concerning Seegrid Corporation’s stock incentive plans and repurchase of former employees’ shares or options. The court concluded that material factual disputes remained regarding contract assent, coercion, consideration, the board’s subjective good faith in determining fair market value, and alleged promises concerning the stock awards. Because trial was scheduled to begin shortly and summary judgment would not promote efficiency, the court directed the parties to proceed to trial.

Holdings

1. The Court may deny leave to seek summary judgment when a preliminary examination shows that material facts require further development at trial or when summary judgment would not promote efficiency. The parties' requests for leave were denied.
2. Summary judgment was inappropriate because genuine factual disputes existed concerning consent, coercion, consideration, the board's subjective bad faith in determining fair market value, and the alleged promises supporting promissory estoppel.

Questions Presented

1. Whether the parties should receive leave to file summary judgment motions on the remaining claims.
2. Whether disputed facts concerning consent to the 2016 Plan, coercion, consideration, the board's subjective contractual bad faith, and the alleged promises underlying the promissory-estoppel claim made summary judgment inappropriate.
3. Whether permitting summary judgment briefing would promote efficiency or obviate the need for the scheduled trial.

Disposition

other