Marino v. Patriot Rail Company LLC
Delaware Court of Chancery
131 A.3d 325 (2016)
Gary Marino (plaintiff) was CEO of Patriot Rail Company LLC (Patriot) (defendant). Patriot Rail LLC (grandparent) owned all interests in Patriot’s parent company, Patriot Rail Holdings LLC (parent). Marino controlled approximately 60 percent of the interests in the grandparent. Patriot was in ongoing discussions with Sierra Railroad Company (Sierra) about a merger. In 2008, Patriot filed suit against Sierra for breach of a letter of intent to merge. Sierra filed counterclaims for breach of the letter of intent and breach of a non-disclosure agreement, among other things. In 2012, Marino resigned from Patriot. In 2014, a jury awarded Sierra over $50 million in damages. Sierra filed a post-judgment motion seeking to add Marino and Patriot’s parent and grandparent companies as judgment debtors. After he resigned from Patriot, Marino continued to participate in the Sierra-Patriot litigation because of his controlling role in the grandparent. Marino filed suit against Patriot, seeking an indemnification advance to cover expenses Marino would incur in opposing Sierra’s post-judgment motion. Marino relied on Patriot’s certificate of incorporation, which stated that it would indemnify and advance all expenses to its directors and officers “to the fullest extent permitted by law.” Patriot argued that the indemnification coverage ended when Marino resigned from Patriot. Marino and Patriot each filed a motion for summary judgment.
Rule of Law
Holding and Reasoning (Laster, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 175,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,000 briefs, keyed to 188 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.