PXP Producing Company LLC v. MitEnergy Upstream LLC

Summary

The Delaware Court of Chancery grants an intervenor’s motion for judgment on the pleadings and denies PXP Producing Company LLC’s cross-motion in a dispute concerning the cancellation and dissolution of MitEnergy Upstream LLC. The court holds that the intervenor preserved its failure-to-state-a-claim defense in its answer and could assert it through a Rule 12(c) motion. The court declines to consider unpled factual assertions concerning the company’s cash and dissolution timing and concludes that the pleadings do not establish a violation of 6 Del. C. § 18-804.

Holdings

1. A party that preserves the failure-to-state-a-claim defense in an answer may later assert that defense through a Rule 12(c) motion, even if the defense was available when the party made an earlier Rule 12(b)(6) motion.
2. The court may exclude unpleaded assertions and related factual disputes rather than convert a Rule 12(c) motion into a summary-judgment proceeding.
3. PXP failed to plead a violation of § 18-804, so its claim seeking nullification of MitEnergy's cancellation could not proceed.

Questions Presented

1. Whether MEPUS could bring a Rule 12(c) motion asserting failure to state a claim after previously moving under Rule 12(b)(6), where it preserved that defense in its answer.
2. Whether the court could consider PXP's unpleaded assertions regarding the timing of dissolution, cash on hand, and distributions in deciding the Rule 12(c) motion.
3. Whether PXP's pleaded allegations established a violation of 6 Del. C. § 18-804 warranting nullification of MitEnergy's cancellation.

Disposition

other