Amirsaleh v. Board of Trade of the City of New York, Inc.
27 A.3d 522
Del.2011Background
- Amirsaleh, a NYBOT member, held two NYBOT membership interests and trading rights pre-merger with ICE/NYBOT; the Merger Agreement converted interests into stock or cash with an election mechanism.
- Election Forms were mailed Dec 19, 2006, but Amirsaleh did not receive his form until after the Initial Deadline of January 5, 2007.
- Defendants waived the Initial Deadline to accommodate late submissions, including Amirsaleh, in a process deemed “suboptimal.”
- At some point after the Merger closed, Defendants imposed a new (undisclosed) deadline retroactively, while continuing to process late forms but treating Amirsaleh’s late form as untimely.
- Amirsaleh submitted a January 19, 2007 Election Form electing 100% stock; Defendants treated it as untimely, causing him to receive cash as a “No Election Share.”
- Court of Chancery ruled for Defendants on the Merger Agreement breach but found potential bad faith; on appeal, the Delaware Supreme Court held that the Initial Deadline was waived and not validly retracted, making Amirsaleh’s January 19 form timely and binding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Initial Deadline was validly waived. | Amirsaleh argues waiver by Defendants of the Initial Deadline. | ICE/NYBOT contends no waiver or timely retraction occurred. | Waiver established. |
| Whether the waiver was validly retracted with reasonable notice. | Retraction failed; Amirsaleh relied on waiver. | Defendants did not give reasonable notice of a new deadline. | Retraction invalid as a matter of law. |
| Whether Amirsaleh’s January 19 Election Form was timely. | Form timely under a waived deadline. | Form untimely due to post-waiver timing. | Timely filing; election must be honored. |
Key Cases Cited
- Stegemeier v. Magness, 728 A.2d 557 (Del. 1999) (standard for review of waiver and contract terms)
- Montgomery Cellular Holding Co., Inc. v. Dobler, 880 A.2d 206 (Del. 2005) (deferential standard for reviewing court conclusions of law and fact)
- Bailey v. State, 525 A.2d 582 (Del. 1987) (retraction of waiver when prejudice or reliance present; notice required)
- Bantum v. New Castle Cnty. Voc-Tech Educ. Ass'n, 21 A.3d 44 (Del. 2011) (waiver and contract principles applied in Delaware)