Wal-Mart Stores, Inc. v. AIG Life Insurance Company

Summary

The Supreme Court of Delaware reversed the dismissal of Wal-Mart's claims arising from corporate-owned life insurance policies and related tax and insurable-interest issues. The court held that the statute-of-limitations questions, including accrual and tolling under the discovery rule, involved factual inferences that could not properly be resolved on a motion to dismiss. The case was remanded for further proceedings.

Holdings

1. The limitations defense could not be resolved as a matter of law on the face of the complaint because the pleaded facts supported conflicting inferences concerning accrual and tolling.
2. The complaint adequately alleged facts permitting a reasonable inference that Wal-Mart's tax-related injuries were inherently unknowable before October 1999 and that its insurable-interest-related injuries were inherently unknowable before 2002.
3. The Court of Chancery erred by relying on newspaper articles and IRS technical advice memoranda that were neither attached to nor incorporated by reference into the complaint to resolve conflicting factual inferences about inquiry notice.

Questions Presented

1. Whether Wal-Mart's claims were properly dismissed as time-barred on the face of the amended complaint.
2. Whether the pleaded facts permitted an inference that the statute of limitations was tolled under the discovery rule until at least October 19, 1999.
3. Whether the Court of Chancery improperly considered extrinsic newspaper articles and IRS technical advice memoranda on a Rule 12(b)(6) motion.
4. Whether conflicting factual inferences concerning accrual, inquiry notice, and tolling could be resolved on a motion to dismiss.

Disposition

reversed_and_remanded