Court of Chancery of Delaware
C.A. No. 1353-VCL (2008)
Dweck (plaintiff) and Nasser (defendant) each owned significant equity in a corporation. Dweck was president of the corporation, and Nasser was the chairman of the board. Following a dispute which resulted in Nasser dismissing Dweck and the commencement of litigation, the parties engaged in settlement negotiations. Dweck retained Watchel as her lawyer in the settlement discussions. Nasser chose Shiboleth, his longtime friend and primary attorney as his settlement lawyer, in spite of the fact that Nasser had already retained Heyman as his attorney of record in the litigation. Settlement negotiations went on throughout the spring and summer of 2007 without much progress, due to Nasser’s preconditions. In August 2007, Nasser changed his mind and told Heyman that he wanted to settle and would drop the preconditions. Nasser also told Heyman that he had instructed Shiboleth to “get it done,” and Shiboleth told Heyman that Nasser had told him to settle the case. By November 2007, the parties were negotiating intensely to come to terms on a settlement agreement. Various draft agreements were circulated, but Nasser objected to some of the key terms in each draft. On November 19, an agreement that met Nasser’s demands was sent to Nasser and Shiboleth. After receiving Nasser’s consent to the agreement, Shiboleth informed Watchel that the matter had been settled and that Nasser would sign the agreement. Nasser refused to sign the agreement, contended that he had not seen the final agreement on November 19. Nasser contacted Heyman a few days later, stating that he had concerns about several provisions in the agreement. Nasser also told Heyman that he did not give Shiboleth authority to enter into the settlement. Nasser subsequently sent an email to Heyman and Shiboleth, listing his objections to the settlement agreement. Shiboleth responded with a letter to Nasser, recounting the times when Nasser had informed members of Dweck’s family, as well as Heyman and Shiboleth, that Nasser did not intend to read the settlement agreement and that he had told Heyman and Shiboleth that he would sign the agreement when Shiboleth told him to. A motion to enforce the settlement agreement was filed with the court of chancery.
Rule of Law
Holding and Reasoning (Lamb, VC.)
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