Del. Chancery Finding Could Lead to Reinstatement of $17M Judgment in Contract Dispute Over Metal Card Sale
The ruling, outlined in a 12-page report from Vice Chancellor J. Travis Laster, could put CompoSecure back on the hook for a nearly $17 million judgment that the state Supreme Court "reluctantly" vacated in the long-running contract dispute.
June 05, 2019 at 03:22 PM
4 minute read
A Delaware Chancery Court judge on Wednesday said that a metal credit card manufacturer CompoSecure could not rely on a contractual provision to avoid paying a hefty commission to a company it had retained to market its products to high-end customers.
The ruling, outlined in a 12-page report from Vice Chancellor J. Travis Laster, could put CompoSecure back on the hook for a nearly $17 million judgment that the state Supreme Court “reluctantly” vacated in the long-running contract dispute, which was triggered by a massive sale to Amazon in 2016.
Last year, Laster rejected CompoSecure's bid to exit its contract with CardUX, ruling that the agreement was still enforceable even though it was not formally ratified by the company's board and investors. The ruling approved more than $14 million in compensatory damages for CardUX, plus almost $2 million in attorney fees and expenses and pre- and post-judgment interest.
A three-judge panel of the high court, however, vacated the award and sent the case back to Laster in November, finding that the judge had not fully accounted for a contractual provision that could cancel the arrangement with CardUX as a “restricted activity.”
Supreme Court Justice Karen L. Valihura wrote at the time that the court had done so ”reluctantly” because the “equities do not favor CompoSecure.” According to Valihura, Laster's original ruling was “rife with findings suggesting that CompoSecure consistently attempted to avoid its obligations” after the company realized the Amazon deal entitled CardUX to a $9 million up-front commission.
On remand, CompoSecure argued that the sales agreement had to be approved by the board and investors because it authorized the payment of commissions in excess of $500,000, which was listed as a restricted activity under the contract.
But Laster found that the provision did not include future payments, such as commissions, which were subject to two conditions, which prevented CompoSecure's management from unilaterally committing the company to large expenditures without oversight from its owners. He also noted that all of the involved constituencies wanted to go forward with the contract, until the Amazon deal changed their minds.
“Having chosen to go forward with the sales agreement, and having chosen to go forward with the Amazon sale, CompoSecure's management team and its owners are now invoking the restricted activities provision in an effort to enable their current selves to escape the consequences of actions taken by their former selves,” Laster wrote.
David J. Margules, who represents CardUX, said that in light of Laster's fact finding, the case would now go back to the Supreme Court, which could decide whether to affirm the original ruling.
“It's been a long time and a lot of money and effort to get to this point. I hope we are in the final chapter,” said Margules, a partner in Ballard Spahr's Wilmington office.
“I'm hoping CompoSecure will govern its conduct by the principles underlying [the sales agreement],” he said.
An attorney for Somerset, New Jersey-based CompoSecure did not return a call Wednesday seeking comment on the case.
CompoSecure is represented by Steven M. Coren of Kaufman, Coren & Ress in Philadelphia and Myron T. Steele, Berton W. Ashman Jr. and Andrew H. Sauder of Potter Anderson & Corroon in Wilmington.
CardUX is represented by Margules, Elizabeth A Sloan and Jessica C. Watt of Ballard Spahr.
The case is captioned CompoSecure v. CardUX.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View AllLatham, Finnegan Win $115M Muscular Dystrophy Drug Patent Verdict for Counterclaimant
2 minute readDelaware Supreme Court Adopts Broad Interpretation of Case Law on Anticompetition Provisions
3 minute read3rd Circuit Nominee Mangi Sees 'No Pathway to Confirmation,' Derides 'Organized Smear Campaign'
4 minute readTrending Stories
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250