COURT OF CHANCERY
OF THE
SAM GLASSCOCK III
VICE CHANCELLOR
STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE
34 THE CIRCLE
GEORGETOWN, DELAWARE 19947
Date Submitted: September 17, 2021
Date Decided: October 22, 2021
Matthew F. Davis, Esquire Julia B. Klein, Esquire
Justin T. Hymes, Esquire Klein LLC
Potter Anderson & Corroon LLP 919 N. Market Street
1313 N. Market Street Suite 600
Hercules Plaza – 6th Floor Wilmington, Delaware 19801
Wilmington, Delaware 19801
RE: Joshua J. Angel v. Warrior Met Coal, Inc., et al.
C.A. No. 2019-0235-SG
Dear Counsel:
At this stage, this litigation involves a single claim for unjust enrichment by
Joshua J. Angel, the Plaintiff, against the Defendants. The matter is currently before
me on a Motion for Reconsideration (the “Reconsideration Motion”) sought by the
Defendants in response to my Letter Opinion, dated June 30, 2021 (the “Opinion”),
which addressed the Defendants’ Motion to Dismiss as to all claims (the “Motion to
Dismiss”) and the Defendants’ Motion for Partial Summary Judgment with respect
to claims affected by the notice issue (the “Summary Judgment Motion”). The
Opinion considered the pertinent issues under the applicable motion to dismiss
standard, and perceived the Summary Judgment Motion as solely intended to address
the breach of contract claim.1 As the breach of contract claim did not survive the
Motion to Dismiss, the Opinion mooted the Summary Judgment Motion. 2 The
parties have provided supplemental briefing with respect to the Reconsideration
Motion, and the Defendants have clarified that their Summary Judgment Motion
pertains more broadly to any and all claims that survive the Motion to Dismiss.3
Therefore, per the Defendants, their Summary Judgment Motion with respect to the
unjust enrichment claim is not mooted and should be granted. So finding would
resolve the remainder of the litigation.
An adumbration of the facts sufficient to resolve the Summary Judgment
Motion follows. The Plaintiff was a lienholder of Walter Energy, Inc. (“Debtor”).4
Upon bankruptcy, a steering committee (the “Steering Committee”) formed of other
such lienholders, but not including the Plaintiff, sought to purchase the Debtor’s
assets in return for a release of debt.5 To accomplish this, the Steering Committee
proposed transferring the Debtor’s assets to Coal Acquisition LLC, now named
Warrior Met Coal LLC (“Warrior LLC”). 6 The Debtor’s creditors, including the
1
Mem. Op. 3, Dkt. No. 76 [hereinafter “Op.”].
2
Id. at 11.
3
See Defs.’ Mot. for Recons. 2, Dkt. No. 77 [hereinafter “Recons. Mot.”].
4
Op. at 4.
5
Id. at 4–5.
6
Id. at 6.
2
Steering Committee, would then receive an equity distribution from Warrior LLC
(the “Distribution”).7
The bankruptcy court required that the Distribution occur in compliance with
securities law. 8 To achieve this, Warrior LLC, the Steering Committee, the
indenture trustees and the trustee for the general unsecured creditors agreed that the
eligibility documentation (the “Documents”) would be distributed to prospective
participants and would contain temporal forfeiture provisions.9 Ultimately, the
group determined that the required Documents had to be completed and submitted
by December 31, 2016, after which date any outstanding rights to the Distribution
were forfeited. 10 The Plaintiff did not submit the Documents timely and did not
receive equity in the Distribution.11
The Plaintiff alleges that he was not provided notice with respect to the
Documents, and that an unjust enrichment claim must lie against the Defendants,
because they were enriched (and he was impoverished) when his claim to a
Distribution of Warrior LLC equity was forfeited. 12 The Defendants seek dismissal
7
Id.
8
Id. at 2.
9
Id.
10
Id. at 8–9.
11
See id. at 9, 22.
12
Id.
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of the unjust enrichment claim on the grounds that notice was provided to the
Plaintiff. 13
The Defendants allege a number of notices pertaining to the Distribution were
directed to the Plaintiff, either by Warrior LLC’s agent or by certain indenture
trustees. 14 The Plaintiff responds that Warrior LLC’s agent provided notices to
inappropriate email addresses, and that notices from the indenture trustees attached
to the Complaint were received “years later,” outside the pertinent timeframe. 15
To succeed upon a motion for summary judgment, the moving party must
demonstrate that the record shows that there is no genuine issue of material fact, and
that the moving party is therefore entitled to judgment as a matter of law. 16 Upon
review of the record in connection with the Reconsideration Motion, certain factual
questions remain. In order to evaluate the remaining equitable claim, I will need a
sufficient record to determine, without purporting to be exhaustive: (i) whether
actual notice of the equity offering was delivered to the Plaintiff, either by the agent
employed by Warrior LLC to do so or by the applicable indenture trustees; (ii) if so,
which notice was received; (iii) if so, when the notice was received; and (iv) if so,
what actions the Plaintiff took or did not take, and why. The issue of notice with
13
See generally Recons. Mot.
14
See Tr. Oral Arg. Defs.’ Mots. Dismiss Compl., Am. Compl., and for Partial Summ. J., 8–10
Dkt. No. 74.
15
Id. at 32–34.
16
Paul v. Deloitte & Touche, 974 A.2d 140, 145 (Del. 2009) (quoting Berns v. Doan, 961 A.2d
506, 510 (Del. 2008) (internal citation omitted)).
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respect to the equity offering therefore cannot be determined in connection with the
Defendants’ Summary Judgment Motion.
The Summary Judgment Motion is DENIED. To the extent the foregoing
requires an Order to take effect, IT IS SO ORDERED.
Sincerely,
/s/ Sam Glasscock III
Sam Glasscock III
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