See Defendants’ Response at 5 (citing Gentile v. Rossette, 2010 WL 2171613 (Del. Ch. May 28, 2010) ; Cole v. Kershaw, 2000 WL 1206672 (Del. Ch. Aug. 15, 2000) ). According to the Defendants, in Gentile v. Rossette, the Chancery Court of Delaware concluded that, even though the defendant breached his duty of loyalty, " ‘his behavior ... did not rise to the level of bad faith necessary to justify a shifting of attorney fees.’ "
The Plaintiffs also note that the MO observes that the Defendants did not give Plaintiffs advance notice of the merger, characterizing this observation as another factor evidencing the absence of fair dealing, because advance notice is a fundamental fair process which cannot be dispensed with. See Response to Motion for Reconsideration at 6 (citing MO at 306, 250 F.Supp.3d at 1034–35, 2017 WL 1487439, at *124 ; Cole v. Kershaw, 2000 WL 1206672, at *8 (Del. Ch. August 15, 2000) ; Ross Holding and Management Co. v. Advance Realty Group, LLC, 2014 WL 4374261, at *19 (Del. Ch. 2014) ).
See Appendix to Op. Br. at 223.Cole v. Kershaw, 2000 WL 1206672, at *3 (Del.Ch. Aug. 15, 2000). The concept of entire fairness consists of two blended elements: fair dealing and fair price.
None of these are meritorious grounds for reargument. Sunrise Ventures, LLC v. Rehoboth Canal Ventures, LLC, 2010 WL 975581, at 1 (Del. Ch. March 4, 2010)(quoting Cole v. Kershaw, 2000 WL 1336724, at 3(Del. Ch. Sept. 5, 2000)). Since the Supreme Court has remanded this matter to the Court for a ruling on your pending motion for reargument, I am waiving a draft report and issuing this as my final report.
"Those Certain Underwriters at Lloyd's, London v. Nat'l Installment Ins. Servs., Inc., 2008 WL 2133417, at *1 (Del.Ch. May 21, 2008), aff'd, 962 A.2d 916 (Del. 2008) (TABLE); see also Quereguan v. New Castle County, 2006 WL 2522214, at *2 (Del.Ch. Aug. 18, 2006); Cole v. Kershaw, 2000 WL 1336724, at *3 (Del.Ch. Sept. 5, 2000) (citing Miles, Inc. v. Cookson Am., Inc., 677 A.2d 505 (Del.Ch. 1995)).Those Certain Underwriters, 2008 WL 2133417, at *1.
" "Motions for reargument are also denied, however, when they are merely a rehash of arguments already made."Those Certain Underwriters at Lloyd's, London v. Nat'l Installment Ins. Servs., Inc., 2008 WL 2133417, at *1 (Del.Ch. May 21, 2008) (citing Miles, Inc. v. Cookson America, Inc., 677 A.2d 505 (Del. Ch. 1995)), aff'd, 2008 WL 4918222 (Del. Nov. 18, 2008); see also Quereguan v. New Castle County, 2006 WL 2522214, at *2 (Del.Ch. Aug. 18, 2006); Cole v. Kershaw, 2000 WL 1336724, at *3 (Del.Ch. Sept. 5, 2000).Those Certain Underwriters, 2008 WL 2133417, at *1.
"Those Certain Underwriters at Lloyd's, London v. Nat'l Installment Ins. Servs., Inc., 2008 WL 2133417, at *1 (Del.Ch. May 21, 2008); see also Quereguan v. New Castle County, 2006 WL 2522214, at *2 (Del. Ch. Aug. 18, 2006); see also Cole v. Kershaw, 2000 WL 1336724, at *3 (Del.Ch. Sept. 5, 2000) (citing Miles, Inc. v. Cookson America, Inc., 677 A.2d 505 (Del.Ch. 1995)).Those Certain Underwriters, 2008 WL 2133417, at *1.
.Dittrick v. Chalfant, 2007 WL 1039548, at *5 n. 18 (Del.Ch. 2007) (citing Cole v. Kershaw, 2000 WL 1206672, at *4 (Del.Ch. 2000)). I do not agree that Portnoy comes to this court with hands dirty enough to deny him any relief.
This court has consistently refused to apply the doctrine of unclean hands to bar an otherwise valid claim of relief where the doctrine would work an inequitable result. See, e.g., Cole v. Kershaw, 2000 WL 1206672, at *4 (Del.Ch. Aug. 15, 2000). For the doctrine to apply, there must be some sort of fraud or sharp practice on the part of the litigant against whom the defense is offered.
The Trustee argues that this establishes the interest rate on the shortfall in Thomas's capital account. It does not because the shortfall is not a loan and because the capital contributions of the limited partners that gave rise to the capital account shortfall are just that: capital contributions.See Cole v. Kershaw, 2000 WL 1206672, *12 (Del.Ch. Aug. 15, 2000). Louis and Joseph made several contributions during the year.