Dubelko v. Abdalla
In December 1999, a corporation called Maximum Holdings ("Maximum") merged with and into another corporation, DVD Express ("DVD"). In March 2001, the surviving entity, called Express.com, filed for bankruptcy. This litigation, by DVD stockholders against Maximum officers and investors and its merger lawyers, soon followed. The complaint brought causes of action for fraud and negligent misrepresentation, and alleged that the defendants made numerous fraudulent misrepresentations and withheld relevant information in order to induce DVD to merge with Maximum and to induce DVD's majority shareholder, plaintiff, to vote for the merger.
The trial court granted defendants' motions for summary judgment, finding that a November 2000 release barred plaintiff's causes of action against defendants and that there were no triable issues of material fact on his causes of action against the remaining defendants. The court also found that the other plaintiffs had no standing to sue any of the defendants because their claims were derivative. (The court did not decide the issue of Dubelko's standing.) The court entered judgment in favor of all defendants. This court affirmede, and thus need not reach plaintiff's and Geocapital's challenge to the trial court finding of jury waiver.
Sullivan & Cromwell cross-complained against the former directors of DVD for equitable indemnity. The cross-complaint was dismissed after demurrer. Sullivan & Cromwell has appealed from that ruling, asking court to proceed with the appeal only if court reversed the judgment in its favor on the complaint. Sullivan & Cromwell's appeal is thus dismissed as moot.
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