AM General Holdings, LLC v. The Renco Group, Inc., C.A. No. 7639-VCN (Del. Ch. Oct. 31, 2013).
This opinion is noteworthy for its treatment of contractual indemnification rights. The Court notes that parties in this case were committed by contract to agree in an indemnity clause to avoid the general rule that indemnification claims do not typically ripen until after the merits of the action have been decided. See footnotes 50 and 51.
Nonetheless, contractual indemnification clauses must be based on specific facts that are not currently being litigated elsewhere. In this case, the Court determined that the right to indemnification would depend on the ultimate determination of claims currently being litigated in the Southern District of New York. Based on the terms of the contractual provision for indemnification, the indemnification claim would need to await the resolution of that separate lawsuit.
This is the latest opinion in an ongoing conflict between these parties in connection with multiple claims involving breach of contract and related claims regarding transactions involving affiliate entities. Prior decision involving these parties were highlighted on these pages.