eBay Domestic Holdings, Inc. v. Newmark, No. 3705-CC (Del. Ch. Oct. 2, 2009),  read letter decision here. See prior decision by the Court of Chancery in this case summarized on this blog here.

The procedural context of this letter opinion was a Motion to Dismiss, alleging that the issues presented were not ripe for judicial determination. The Motion to Dismiss eBay’s requested relief was granted.

The key issue was whether there was a fiduciary duty claim and a waste claim that could be pursued based on the approval by the directors of Craigslist of a new indemnification agreement which had not been signed by the current directors and which they stated under oath would not be signed. The Court granted the Motion to Dismiss, reasoning that the fiduciary duty and waste claims were not ripe for judicial determination, because the indemnification agreements at issue were not entered into and there was no basis to establish that they would ever be entered into in the future. Moreover, no funds had been spent for the new indemnification agreement. Thus, the issues were not ripe for adjudication.