Peter J. Salvatore v. Visenergy, Inc., et al.
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COURT OF CHANCERY OF THE STATE OF DELAWARE New Castle County Courthouse 500 N. King Street, Suite 11400 Wilmington, Delaware 19801-3734 ANDRE G. BOUCHARD CHANCELLOR Date Submitted: October 3, 2014 Date Decided: October 6, 2014 Philip Trainer, Jr., Esquire Toni-Ann Platia, Esquire Ashby & Geddes 500 Delaware Avenue Wilmington, DE 19899 RE: By Certified Mail Visenergy, Inc. William C. Hoey, President 66 Shorewood Drive Bayville, NJ 082721 Peter J. Salvatore v. Visenergy, Inc., et al. Civil Action No. 10108-CB Dear Counsel and Mr. Hoey: On September 9, 2014, plaintiff Peter J. Salvatore ( Salvatore ) initiated this action against defendants Visenergy, Inc. ( Visenergy ) and William C. Hoey ( Hoey ) pursuant to 8 Del. C. ยง 225. Salvatore seeks a declaratory judgment that the actions taken by a purported majority of Visenergy s stockholders, which purportedly changed the composition of Visenergy s board of directors, were valid and effective. On September 11, 2014, Visenergy and Hoey were served with the complaint by way of the company s registered agent for service. During a teleconference held on October 1, 2014, I informed the parties that this matter would be scheduled for trial on an expedited basis and instructed the parties to contact Chambers to obtain dates for a one-day trial to occur about forty-five days hence. Hoey, who is representing himself in this action pro se, was present for the Peter J. Salvatore v. Visenergy, Inc., et al. C.A. No. 10108-CB October 6, 2014 Page 2 of 3 teleconference and did not object to this time frame. Thereafter, the parties agreed on a November 14, 2014, trial date. On October 3, 2014, I received a letter from Hoey, dated October 1, 2014, asking to postpone the trial until early 2015 because of the holidays upcoming and Hoey s time required to run two companies. Later that day, I received a letter from Salvatore s counsel opposing Hoey s request for a postponement. The purpose of [S]ection 225 is to provide a quick method for review of the corporate election process to prevent a Delaware corporation from being immobilized by controversies about whether a given officer or director is properly holding office. Box v. Box, 697 A.2d 395, 398 (Del. 1997). Although the Court is sympathetic to Hoey s pro se status, that status does not overcome the exigency of resolving the dispute concerning the composition of Visenergy s board. From my review of the five-page complaint in this action, moreover, the issues in this case concern the validity of two stockholder written consents and thus appear to be quite narrow in nature. Therefore, having a trial approximately sixty days after the filing of a complaint, which is generally within the bounds of a reasonable timeline for a Section 225 proceeding generally, is particularly appropriate here. Peter J. Salvatore v. Visenergy, Inc., et al. C.A. No. 10108-CB October 6, 2014 Page 3 of 3 For these reasons, Hoey s request to reschedule the trial, currently scheduled for November 14, 2014, is DENIED. The parties are directed to submit a scheduling order in accordance with the Court s letter of October 1, 2014. IT IS SO ORDERED. Sincerely, /s/ Andre G. Bouchard Chancellor AGB/gp
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