“Equity aids the vigilant, not those who slumber on their rights”: so says the familiar maxim of equity. A person who contends he or she has been wronged must act swiftly to preserve his or her rights. The concept of laches is familiar in the Delaware Court of Chancery, but seldom are cases decided solely on a plaintiff’s failure to timely pursue rights or remedies. In a recent case, Houseman v. Sagerman, C.A. No. 8897-VCG (Nov. 19, 2015), however, Vice Chancellor Sam Glasscock III concluded that a plaintiff seeking a quasi-appraisal remedy for breach of fiduciary duty had delayed unreasonably, causing prejudice to the defendants, and warranting an award of summary judgment in the defendants’ favor.
Background
In May 2011, Universata Inc. agreed to be acquired by an affiliate of HealthPort Technologies LLC, with HealthPort to acquire all outstanding Universata shares, including shares held by the plaintiff. Universata stockholders, including plaintiffs Aaron and Nancy Houseman, were to receive $1.02 per share in cash, with the right to receive up to an additional $0.27 in cash to be distributed from an escrow fund 13 months after the closing, and one share in a new company formed to hold a patent previously owned by Universata.
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