But that CECO had a right to seek indemnity from SAT for SAT's alleged breach does not mean the agreement granted CECO the right to exercise a selfhelp remedy to offset its losses by withholding other payments it had to make. Produce Holdings, Inc. v. Benson Hill Fresh, LLC, No. 2019-0599-JTL, 2020 WL 1188052, at *4 (Del. Ch. Mar. 11, 2020) (distinguishing between indemnification and other self-help remedies and explaining that a buyer in a stock purchase agreement could not argue its non-performance was excused by the seller's alleged “breaches of the representations and warranties” because the buyer had expressly bargained for an indemnification remedy and not “the self-help remedy [it] [ha]d ... invoked”); V&M Aerospace LLC v. V&M Co., C. A. No. N18C-09-189 AML CCLD, 2019 WL 3238920, at *5 (Del. Super. Ct. July 18, 2019) (“The offset right is not indemnification. Rather, offset simply affords preliminary relief while the parties resolve their indemnification obligations.”)
E.g., Silver Lake, 2014 WL 595378, at *6; see generally Del. Super. Ct. Civ. R. 56(h). Indian Harbor Ins. Co. v. SharkNinja Operating LLC, 2020 WL 6795965, at *3 (Del. Super. Ct. Nov. 19, 2020) (internal quotations and citation omitted); see also V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3-4 (Del. Super. Ct. July 18, 2019) (concluding that the difference between judgment on the pleadings standard and the summary judgment standard was "immaterial" because a "question of law" alone was involved). But, the mere presence of cross-dispositive motions "does not act per se as a concession that there is an absence of factual issues."
. Id. (citing V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. July 18, 2019)). Id. (quoting Lillis v. AT&T Corp., 904 A.2d 325, 329-30 (Del. Ch. 2006))
(Internal quotation marks omitted)). V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. Ct. July 18, 2019). Lillis v. AT&T Corp., 904 A.2d 325, 329-30 (Del. Ch. 2006) (alteration omitted); see also VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 615 (Del. 2003) (observing that ambiguity creates a fact dispute and that a court cannot dismiss breach of contract allegations unless the movant's construction of the disputed term "is the only reasonable construction as a matter of law").
(internal quotation marks omitted)).V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. Ct. July 18, 2019).Lillis v. AT&T Corp., 904 A.2d 325, 329-30 (Del. Ch. 2006) (alteration omitted); see also VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 615 (Del. 2003) (observing that ambiguity creates a fact dispute and that a court cannot dismiss breach of contract allegations unless the movant's construction of the disputed term "is the only reasonable construction as a matter of law").
Indian Harbor Ins. Co. v. SharkNinja Operating LLC, 2020 WL 6795965, at *3 (Del. Super. Ct. Nov. 19, 2020) (internal quotation marks and citation omitted); see also V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3-4 (Del. Super. Ct. July 18, 2019) (concluding that the difference between judgment on the pleadings standard and the summary judgment standard was "immaterial" because a "question of law" alone was involved).United Vanguard Fund, Inc. v. TakeCare, Inc., 693 A.2d 1076, 1079 (Del. 1997).
(internal quotation marks omitted)).V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. Ct. July 18, 2019). ANALYSIS
Super. Ct. Nov. 1, 2017) (importing same liberal construction into review of motion for "partial" judgment on the pleadings). V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. Ct. July 18, 2019) (citations omitted). ANALYSIS
(internal quotation marks omitted). V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. Ct. July 18, 2019) (citation omitted). B. SUMMARY JUDGMENT
Super. Ct. Jan. 17, 2014) (internal quotation marks omitted))). V&M Aerospace LLC v. V&M Co., 2019 WL 3238920, at *3 (Del. Super. Ct. July 18, 2019) (citations omitted). B. SUMMARY JUDGMENT.