Naughty Monkey LLC v. MarineMax Northeast LLC, C. A. No. 5095-VCN (Del. Ch. Feb. 17, 2011), read Court of Chancery’s letter ruling here. Despite the name of the plaintiff, this case involves serious business.
The Court treated a motion to clarify as a motion for reargument under Chancery Rule 59(f). The initial post-trial Memorandum Opinion is styled as Naughty Monkey LLC v. MarineMax NE LLC, 2010 WL 5545409 (Del. Ch. Dec. 23, 2010). The successful plaintiff sought the Court’s guidance about details related to implementation of the post-trial decision. [Coincidentally, a recent decision in the Vianix case, highlighted here, also featured the Court issuing a decision in reply to a request that it "clarify" its post-trial decision in light of the difficulty the parties had in the implementation of the Court’s decision in that case, such as formulating a form of Order to effectuate the Court’s ruling.]
This post-trial opinion interpreted an agreement that allowed the plaintiff ("Monkey") to trade its eponymous boat back to the defendant for a credit of $1.6 million. Monkey sought clarification of the post-trial decision which the Court treated as a motion for reargument under Rule 59(f). Such a motion, the Court emphasized, is not a forum to raise new issues or new arguments, and is typically limited to a consideration of the record.
The bottom line of this ruling is that the Court acknowledged "the need for additional guidance with regard to the credit contemplated by the Purchase Agreement, and it will clarify certain language in the Memorandum Opinion so that the Court’s intended holding is conveyed more precisely." However, the Court refused to address issues that were not covered in the Memorandum Opinion–and were not intended to be addressed because they were not presented to the Court for decision.
The Court allowed for an unspecified reasonable period of time after which Monkey tenders the boat for credit within which Monkey may complete a transaction involving the credit. The Court explained that it had no factual basis to be more specific. The Court also clarified that Monkey can use the credit for multiple items and multiple transactions as well as for any new or used boat that MarineMax sells.
The Court realized that it did not, and could not, resolve all remaining issues between the parties and referred to the duty of the parties to comply with the covenant of good faith and fair dealing. See footnote 23.