A.W. Fin. Servs., S.A. v. Empires Res., Inc., 55, 2009
In response to four certified questions from a district court relating to Delaware's Escheat Statute, the Supreme Court of Delaware finds: 1) the new definition of "period of dormancy" for stocks in 12 Del. C. section 1198(9) does not apply retroactively in civil actions involving stocks that were escheated prior to June 30, 2008; 2) common law or statutory causes of actions against parties that are involved in an escheat transaction (other than the State of Delaware) are not superseded by the Escheat Statute. Causes of action for negligence, conversion, and "failure to register" might be available if adequately pleaded, but the court is unable to opine on the question of whether a claim for breach of fiduciary duty or "some other cause of action" is viable against defendants; 3) only the immunity granted by 12 Del. C. section 1203(b) applies in this case involving escheatment of stock; and 4) "Good faith" under 12 Del. C. section 1203(b) is an affirmative defense, the substantive elements of which must be pleaded and proved by the defendant that claims immunity.
- Submitted 07/08/2009
- Decided 09/15/2009
- Published 09/15/2009
- JACOBS, Justice., Before STEELE Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the Court en Banc.
- Supreme Court of Delaware
- For Appellant:
- Douglas A. Shachtman, Esquire, of Douglas A. Shachtman & Associates, Wilmington, Delaware; Of Counsel: Jon Schuyler Brooks, Esquire (argued), of Phillips Nizer LLP, New York, New York; for Appellant.
- For Appellees:
- Collins J. Seitz, Jr. and Matthew F. Boyer, Esquires, of Connolly Bove Lodge & Hutz LLP, Wilmington, Delaware; Of Counsel: Richard L. Levine (argued) and Deborah A. Maher, Esquires, of Weil, Gotshal & Manges LLP, New York, New York; for Appellee Empire Resources, Inc., Charles A. McCauley III and Kellie M. MacCready, Esquires, of Obermayer Rebmann Maxwell & Hippel LLP, Wilmington, Delaware; Of Counsel: Steven A. Haber, Esquire (argued), of Obermayer Rebmann Maxwell & Hippel LLP, Philadelphia, Pennsylvania; for Appellees American Stock Transfer & Trust Company and Affiliated Computer Services, Inc.