City investing com liquidating
In 1986, Am Base did not pay the taxes alleged to have been owed.Moreover, Am Base did not demand that the Trust pay the taxes allegedly owing, nor did it demand that the Trust assume the defense against the IRS.
The relevant detail of this transaction was that City distributed the outstanding shares of Am Base to City's common stockholders.In September 2000, the Trust and the Trustees moved to dismiss the Delaware Action on the grounds that the causes of action alleged were time barred by the Delaware statute of limitations and that the complaint failed to state claims upon which relief could be granted. It is not within the scope of the agency that we took on.” Turning to the question of the timeliness of the Delaware Action, the Chancery Court stated: Giving Am Base all of its due, the claim began to run at least as early as the notice of deficiency, because if you don't act on the notice of deficiency by challenging it, it is going to be reduced to a judgment. On appeal, Am Base characterizes its indemnification claim as both an express indemnification claim and an implied indemnification claim.In a December 14, 2000 ruling from the bench (which was later memorialized in an unpublished order dated February 3, 2001), the Delaware Chancery Court dismissed the Delaware Action with prejudice “solely on the ground that it [was] barred by the statute of limitations and the doctrine of laches.” In ruling from the bench, the Chancery Court began its analysis by describing the claims alleged by Am Base as essentially saying: “This primary liability was never contractually shifted from [City] to Am Base. All along this has been a sum certain, and interest has been running. While we are skeptical about whether the complaint can be read to include an implied indemnification claim, such a claim would, in any event, be precluded for the same reasons that we find the express indemnification claim is precluded: it arises out of the same common nucleus of facts that was the subject of the Delaware Action. Therefore, by the end of 1996, “this cloud that supposedly kept this corporate entity from discovering a claim that was based on a contract that was out there in the open” had been lifted. The Chancery Court issued an unpublished written decision dated February 7, 2001, in which it denied Am Base's motion for reargument and sought to expound further on its ruling from the bench. Although on March 8, 2001, Am Base appealed the Chancery Court's decision to the Delaware Supreme Court, Am Base voluntarily dismissed its appeal two weeks later, see Am Base Corp.