Mikhail Gorodetskiy v. Honeywell International Inc.

Summary

The Delaware Court of Chancery addressed motions for default judgment, dismissal, and summary judgment in an action seeking advancement of legal expenses under Honeywell International Inc.'s Certificate of Incorporation. The court held that the plaintiff was required to submit an executed undertaking and observe a contractual twenty-day waiting period before filing suit, and that his failure to do so rendered the claims premature. The motion to dismiss was granted, advancement was denied without prejudice, and the plaintiff's motions for summary judgment and default judgment and request for fees-on-fees were denied.

Holdings

1. Under Article Eleventh, an advancement demand must include the executed undertaking required by Section 2(A); the undertaking is part of what makes the demand operative and is not merely a condition precedent to payment.
2. The twenty-day waiting period under Article Eleventh Section 2(B) did not begin until both a valid demand and the required undertaking had been submitted.
3. Delaware's policy favoring advancement did not excuse Plaintiff's failure to comply with the contractual undertaking and waiting-period requirements.
4. Default judgment was unwarranted because Honeywell timely responded with a motion to dismiss and participated in the litigation.
5. Plaintiff was not entitled to summary judgment or fees-on-fees because his advancement claim was premature and dismissed for failure to satisfy contractual prerequisites.

Questions Presented

1. Whether Honeywell was entitled to dismissal because Gorodetskiy failed to submit an executed undertaking with his advancement demand and failed to wait twenty days after making a valid demand before filing suit.
2. Whether Gorodetskiy was entitled to default judgment when Honeywell responded to the Complaint by filing a timely motion to dismiss and otherwise participated in the litigation.
3. Whether Gorodetskiy was entitled to summary judgment or fees-on-fees despite the premature and contractually defective advancement claim.

Disposition

dismissed