Gore v. Al Jazeera America Holdings I, Inc.

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SAM GLASSCOCK III VICE CHANCELLOR COURT OF CHANCERY OF THE STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE 34 THE CIRCLE GEORGETOWN, DELAWARE 19947 Date Submitted: February 9, 2015 Date Decided: February 19, 2015 Gregory V. Varallo, Esquire Rudolf Koch, Esquire Kevin M. Gallagher, Esquire Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Re: John L. Reed, Esquire Scott B. Czerwonka, Esquire DLA Piper LLP 1201 N. Market Street, Suite 2100 Wilmington, Delaware 19801 Gore v. Al Jazeera America Holdings I, Inc., Civil Action No. 10040-VCG Dear Counsel: I have received the Plaintiffs’ Motion for Clarification Pursuant to Court of Chancery Rule 59(f), requesting clarification of the “alternative ruling” in my bench ruling of February 3, 2015, together with the Defendant’s response. Because I believe that additional guidance is warranted, I will clarify that portion of the ruling.1 My statements regarding how the Merger Agreement appears to allocate the burden of proof for indemnification claims were limited to resolution of the Plaintiff’s Motion for Judgment on the Pleadings under Court of Chancery Rule 12(c); these statements are not a holding on the meaning of any portion of the 1 A motion for clarification may be granted where the Court’s ruling is unclear, and such a motion is treated, procedurally as a motion for reargument under Court of Chancery Rule 59(f). E.g., Naughty Monkey LLC v. MarineMax Northeast LLC, 2011 WL 684626, at *1 (Del. Ch. Feb. 17, 2011). Merger Agreement and do not preclude any party from arguing issues of contract interpretation, including the evidentiary burden that will apply at trial, in the future. To the extent the foregoing requires an Order to take effect, IT IS SO ORDERED. Sincerely, /s/ Sam Glasscock III Sam Glasscock III 2

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