In re Citadel Industries, Inc

City co investing liquidating trust

While this amendment might eliminate the statute of limitations problems for the eight new plaintiffs, it creates a host of new problems and would likely transform the nature of the action. In essence, the plaintiffs in this action Jose and Rosa Rolo and Dr.

The Plan also provided that City could establish a liquidating trust if it were unable to completely distribute its assets within one year. The second ground required the Third Circuit to re-examine the distinctiveness requirement set forth in cases such as Hirsch v. The jury returned a verdict against Theodore Forkecz, Sr. City Trust also sought injunctive relief to prevent enforcement of the Indemnity Agreement. Thereupon, the Third Circuit remanded the case for reconsideration in light of Jaguar.

The unclean hands defense was ruled irrelevant if City's legal obligation arose under the Indemnity Agreement. One of the requirements of I. On appeal Theodore Forkecz, Sr. United States District Court, D.

To be sure, cast in the form of a liquidation trust, City Trust's tax avoidance effort could be achieved only if the assets placed in trusts were subject to provision for claims and liabilities. The Proposed Complaint drops the former plaintiffs altogether and names eight new plaintiffs. Similarly, there is contained in that opinion a recital of the facts upon which plaintiffs rely to establish their various claims. The Proposed Complaint may implicate a fundamental change in the nature of the action.

One of the requirements of I

As a result, City's Board of Directors elected to create City Trust to which it transferred its remaining assets and outstanding liabilities. In addition, plaintiffs filed a motion for leave to serve a second amended and supplemental complaint and to add and drop parties. Plaintiffs did not appeal the dismissal of their Securities Act claims. Preliminarily, it should be noted that the Trust Agreement is not a writing intended to reflect a previous meeting of the minds by parties to the agreement who now dispute its meaning.

We agree with the Vice Chancellor that to imply such a restriction turns the agreement on its head. They are also characterized as City Defendants and Director Defendants. It names as defendants the same corporate entities and individuals as were named in the complaint which was dismissed substituting take-over agencies for failed banks and including Oxford First Corp. These federal decisions interpreting Delaware statutory law are, of course, not binding on this Court or the Court of Chancery. The first question to be decided is the nature of the reconsideration which the Third Circuit mandated.

The unclean hands defense was

It does not contain a Securities Act count. But City's creditors apparently played no part in the drafting of the trust and their interests were not specifically considered.