Vichi v. Koninklijke Philips Electronics N.V.
62 A.3d 26
| Del. Ch. | 2012Background
- Vichi, an Italian founder-shareholder of Mivar, sues Philips N.V. over a 200m loan to LPD (a Philips-LGE joint venture) and related notes; notes were issued under English law with no guaranty by Philips or LGE; LPD later restructured and defaulted; Philips sought to defeat claims on standing, laches, and foreign-law defenses; court considered multiple foreign-law issues (Italian, Dutch, English) and various jurisdictions’ claims; notes were configured with a put option and an Offering Circular disclosing no guaranty by Philips/LGE; ultimately LPD filed for bankruptcy in 2006; this action proceeds in Delaware Court of Chancery on Philips N.V.’s summary-judgment motion; court issued rulings on standing, laches, statute of frauds, and foreign-law applications, granting some claims and denying others.
- Philips moved for summary judgment on standing, laxity, choice-of-law and foreign-law defenses; court ruled on each issue at summary-judgment stage.
- Court determined standing and indispensability questions were fact-intensive but concluded Vichi must prove standing at trial; court found genuine issues of material fact on ownership of the Notes.
- Court found laches did not bar the unjust-enrichment claim because tolling could apply for inherently unknowable injuries; detailed tolling analysis under Delaware borrowing statute and Section 8106.
- Court held English choice-of-law clause not proven to govern nonparties to the contract, and thus English law did not automatically apply to Vichi’s claims; declined to grant summary judgment on that basis.
- Italian-law counts: Italian breach-of-oral-or-implied-contract claim (Count IV) dismissed with prejudice for lack of authority/appparent authority; Italian deceit-by-third-party claim (Count VII) survived summary judgment due to contested foreign-law questions.
- Dutch-law fiduciary-duty claim (Count XI) dismissed at summary judgment as unsupported under Dutch-law standard for unlawful-act doctrine; court found no sufficient evidence of intimate involvement, knowledge, and causal link.
- Dutch-law unjust-enrichment claim (Count II) dismissed on summary judgment for lack of direct relationship between Philips N.V.’s enrichment and Vichi’s impoverishment; court held contract governs in this context and unjust enrichment cannot override contractual relationships.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing to sue | Vichi is sole owner of Notes; SIREF/Mivar represent him; standing met | Vichi lacks ownership; SIREF, Mivar, and Fabbri indispensable | Genuine issues of material fact; standing unresolved; trial needed |
| Laches and tolling | Injuries inherently unknowable tolls limitations | Limitations expired; no tolling | Laches issue contested; tolling found plausible for inherently unknowable injuries; not barred at this stage |
| Choice of law applicability | English choice-of-law clause applies to all claims | Clause binds parties; nonparties could be bound | English clause not applied to nonparties; unresolved on scope; no summary judgment on statute of frauds |
| Italian-law claims viability | Count IV and VII viable under Italian law | No binding agency/applicant authority; no vicarious liability | Count IV dismissed with prejudice; Count VII survives for now due to factual/foreign-law questions |
| Dutch-law fiduciary-duty claim | Vichi pled intimate involvement, knowledge, duty of care | No unlawful act under Dutch law; no linkage | Count XI dismissed on summary judgment; Dutch-law claim not viable under present record |
| Unjust enrichment | Direct enrichment of Philips from Vichi’s loan; reliance on quasi-contracts | Contract governs; no direct relation; cannot be used to circumvent contract | Count II dismissed for lack of direct relationship; contract governs |
Key Cases Cited
- Ceteco, Rb. Utrecht, Ceteco, 2008 JOR 10 (Netherlands (Netherlands)) (outer limit of reference dates in Dutch unlawful-act doctrine)
- Sobi/Hurks II, HR 21 December 2001, JOR 2002, 38 (Netherlands (Netherlands)) ( Beklamel standard; knowledge/awareness of subsidiary prospects)
- Comsys, HR 11 September 2009, JOR 2009, 309 (Netherlands (Netherlands)) (unlawful act doctrine; highly fact-intensive)