AM General Holdings LLC v. The Renco Group, Inc. -and- The Renco Group, Inc. v. MacAndrews AMG Holdings LLC

COURT OF CHANCERY
OF THE
STATE OF DELAWARE

417 S. State Street
JOSEPH R. SLIGHTS III Dover, Delaware 19901
VICE CHANCELLOR Telephone: (302) 739-4397
Facsimile: (302) 739-6179

Date Submitted: June 1, 2017
Date Decided: July 18, 2017

Stephen P. Lamb, Esquire Kevin G. Abrams, Esquire
Meghan M. Dougherty, Esquire J. Peter Shindel, Jr., Esquire
Paul, Weiss, Rifkind, Wharton Abrams & Bayliss LLP
& Garrison LLP 20 Montchanin Road, Suite 200
500 Delaware Avenue, Suite 200 Wilmington, DE 19807
Wilmington, DE 19801

Thad J. Bracegirdle, Esquire Joel Friedlander, Esquire
Wilks, Lukoff & Bracegirdle, LLC Friedlander & Gorris, P.A.
4250 Lancaster Pike, Suite 200 1201 N. Market Street, Suite 2200
Wilmington, DE 19805 Wilmington, DE 19801

Re: AM General Holdings LLC v. The Renco Group, Inc.;
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS

Dear Counsel:

This matter involves long-standing claims and counter-claims between joint

venturers, The Renco Group, Inc. and MacAndrews AMG Holdings LLC, who are

parties to a Limited Liability Agreement of AM General Holdings LLC, dated
AM General Holdings LLC v. The Renco Group, Inc.
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS
July 18, 2017
Page 2

August 10, 2004 (the “Holdco Agreement”).1 On May 17, 2017, this Court issued a

Letter Opinion addressing cross-motions for partial summary judgment whereby the

parties sought declarations regarding rights and obligations arising under certain

provisions of the Holdco Agreement.2 The motions were denied after I determined

that the relevant provisions of the Holdco Agreement upon which the parties rested

their respective motions were ambiguous (i.e., both parties proffered reasonable

constructions of the provisions) and could not, therefore, support judgment as a

matter of law for either party.

In what can now safely be characterized as a pattern, Renco has filed a motion

for reargument with respect to the Letter Opinion (the “Motion”).3 Renco contends

that the Court misapprehended the law with respect to a fundamental tenet of

contract construction: contracts should be construed in a manner that gives meaning

1
The background facts can be found in any one of nearly a dozen written decisions in this
case spanning many, many years.
2
AM Gen. Hldgs. LLC v. The Renco Gp., Inc., 2017 WL 2167193 (Del. Ch. May 17, 2017).
3
This is Renco’s fourth motion for reargument in the past two years.
AM General Holdings LLC v. The Renco Group, Inc.
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS
July 18, 2017
Page 3

to all provisions and does not render any provision superfluous. According to

Renco, the Court incorrectly disregarded the fact that MacAndrews AMG’s

proffered interpretation would render Section 8.3(b) of the Holdco Agreement

superfluous.

The Court will deny a motion for reargument under Court of Chancery

Rule 59(f) “unless the Court has overlooked a decision or principle of law that would

have a controlling effect or the Court has misapprehended the law or the facts so that

the outcome of the decision would be affected.”4 Where the motion merely rehashes

arguments already made by the parties and considered by the Court when reaching

the decision from which reargument is sought, the motion must be denied.5

With the Rule 59(f) standard of review in mind, the Motion must be

summarily denied. Renco has simply repeated arguments it raised in its motion for

4
Stein v. Orloff, 1985 WL 21136, at *2 (Del. Ch. Sept. 26, 1985).
5
See Lewis v. Aronson, 1985 WL 21141, at *2 (Del. Ch. June 7, 1985).
AM General Holdings LLC v. The Renco Group, Inc.
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS
July 18, 2017
Page 4

summary judgment. Specifically, and most directly, Renco’s Reply Memorandum

of Law, under the heading “MacAndrews AMG’s Construction of Sections 8.3(a)

and 8.3(b) Impermissibly Reads Renco’s Contract Rights Out of the Holdco

Agreement,” at pages 20 through 23, makes precisely the same argument Renco

raises again in the Motion.6 This is not proper reargument.7

Even if the Court looked past the fact that Renco’s Motion is a rehash of

previously made arguments, the Motion would still fail for resting on a flawed

6
Compare The Renco Gp., Inc.’s Reply Mem. of Law in Supp. of its Mot. for Partial
Summ. J. and in Opp’n to MacAndrews AMG’s Cross-Mot. (“Renco Reply Br.”) 20–23
(arguing that “MacAndrews AMG’s construction of Sections 8.3(a) and 8.3(b) gives no
effect to Renco’s Election Right under 8.3(b)” and stating that “MacAndrews AMG’s
construction obviates Renco’s express right of election under Section 8.3(b) . . .”), with
Mot. by The Renco Gp., Inc. for Reargument of the Court’s May 17, 2017 Letter Op.
(“Motion”) ¶ 2 (stating “[t]he Letter Opinion incorrectly concluded that MacAndrews
AMG’s interpretation did not render Section 8.3(b) of the Holdco Agreement meaningless
and superfluous” because “it is irrefutable that MacAndrews AMG’s construction renders
Section 8.3(b) superfluous and, therefore, MacAndrews AMG’s construction cannot be
reasonable.”).
7
See, e.g., Cartanza v. Cartanza, 2013 WL 3376964, at *1 (Del. Ch. July 8, 2013)
(“[M]otions for reargument must be denied when a party merely restates its prior
arguments.”); Bear Stearns Mortg. Funding Trust 2006-SL1 v. EMC Mortg. LLC, 2015
WL 139721, at *8 (Del. Ch. Jan. 12, 2015) (same); Brown v. Wiltbank, 2012 WL 5503932,
at *1 (Del. Ch. Nov. 14, 2012) (same).
AM General Holdings LLC v. The Renco Group, Inc.
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS
July 18, 2017
Page 5

premise. Renco contends that the Court failed to apprehend that the Holdco

Agreement must be construed in a manner that gives effect to all terms and does not

render terms superfluous. Yet the Court recognized this canon of construction

expressly in the Letter Opinion.8 The fact that Renco disagrees with the manner in

which the Court applied the canon is, again, not proper reargument.9

Likewise, the Court considered and properly rejected Renco’s argument that

MacAndrews AMG’s proffered construction somehow conflated the parties’

hypothetical revalued capital accounts and the parties’ actual capital accounts. The

Court determined that MacAndrews AMG had credibly argued that Section 8.3(b)

was intended to remedy imbalances in the actual capital accounts of the parties.

8
AM Gen. Hldgs. LLC, 2017 WL 2167193, at *5. See also Motion ¶ 8 (Renco
acknowledging that “[t]he Letter Opinion thus implicitly recognized that if Renco is correct
that MacAndrew AMG’s interpretation renders Section 8.3(b) meaningless and
superfluous, then consistent with fundamental principles of contract construction,
MacAndrews AMG’s interpretation is not reasonable.”).
9
Jutrau v. Jansing, 2014 WL 6901461, at *2 (Del. Ch. Dec. 8, 2014), aff’d, 123 A.3d 938
(Del. 2015) (TABLE) (“Mere disagreement with the Court’s resolution of a matter is not
sufficient, and the Court will deny a motion for reargument that does no more than restate
a party’s prior arguments.”).
AM General Holdings LLC v. The Renco Group, Inc.
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS
July 18, 2017
Page 6

MacAndrews AMG raised this argument in response to Renco’s contention that

there could never be an imbalance in the parties’ revalued capital accounts after

application of Section 8.3(a) and, therefore, MacAndrew AMG’s interpretation

rendered Section 8.3(b) superfluous. Renco repeats this same argument in the

Motion.10 The Court explicitly considered the argument and accepted MacAndrew

AMG’s counter interpretation as reasonable.11 Renco’s rehash of the same argument

it presented in its motion papers is not proper reargument.

As the Court noted in the Letter Opinion, “[i]f both parties offer arguably

reasonable constructions . . . the Court may, in its discretion, deny summary

judgment [so that it may] . . . inquire into or develop more thoroughly the facts at

10
Compare Renco Reply Br. 22 (“[A]s MacAndrews AMG admits, under its construction
of 8.3(a), that circumstance is impossible because profits and losses would always, and
automatically, be allocated in such a way that Renco’s interests could never equal or exceed
80%.”) with Motion ¶ 10 (“It is mathematically impossible for there to be imbalances that
cannot be remedied by the reallocation of losses pursuant to Section 8.3(a).”)
11
AM Gen. Hldgs. LLC, 2017 WL 2167193, at *5.
AM General Holdings LLC v. The Renco Group, Inc.
C.A. No. 7639-VCS
The Renco Group, Inc. v. MacAndrews AMG Holdings LLC
C.A. No. 7668-VCS
July 18, 2017
Page 7

trial in order to clarify the law or its application.”12 In this instance, the Court

concluded that both parties offered reasonable constructions that, in turn, rendered

the relevant provisions of the Holdco Agreement ambiguous. Renco has failed to

point to any law or facts that the Court misapprehended or failed to consider in

making that determination. Its persistent strategy of restating previously rejected

arguments on motions for reargument has not worked before and cannot work now.

For the foregoing reasons, the motion for reargument is DENIED.

Very truly yours,

/s/ Joseph R. Slights III

12
AM Gen. Hldgs. LLC, 2017 WL 2167193, at *2.