Peter J. Salvatore v. Visenergy, Inc.

• Court: Court of Chancery of Delaware
• Decided: October 6, 2014
• Docket: CA 10108-CB
• Status: Published

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE

ANDRE G. BOUCHARD New Castle County Courthouse CHANCELLOR 500 N. King Street, Suite 11400 Wilmington, Delaware 19801-3734

Date Submitted: October 3, 2014 Date Decided: October 6, 2014

Philip Trainer, Jr., Esquire By Certified Mail Toni-Ann Platia, Esquire Visenergy, Inc. Ashby & Geddes William C. Hoey, President 500 Delaware Avenue 66 Shorewood Drive Wilmington, DE 19899 Bayville, NJ 082721

RE: Peter J. Salvatore v. Visenergy, Inc., et al. Civil Action No. 10108-CB

Dear Counsel and Mr. Hoey:

On September 9, 2014, plaintiff Peter J. Salvatore (“Salvatore”) initiated this

action against defendants Visenergy, Inc. (“Visenergy”) and William C. Hoey (“Hoey”)

pursuant to 8 Del. C. § 225. Salvatore seeks a declaratory judgment that the actions taken

by a purported majority of Visenergy’s stockholders, which purportedly changed the

composition of Visenergy’s board of directors, were valid and effective. On September

11, 2014, Visenergy and Hoey were served with the complaint by way of the company’s

registered agent for service.

During a teleconference held on October 1, 2014, I informed the parties that this

matter would be scheduled for trial on an expedited basis and instructed the parties to

contact Chambers to obtain dates for a one-day trial to occur about forty-five days hence.

Hoey, who is representing himself in this action pro se, was present for the Peter J. Salvatore v. Visenergy, Inc., et al. C.A. No. 10108-CB October 6, 2014 Page 2 of 3

teleconference and did not object to this time frame. Thereafter, the parties agreed on a

November 14, 2014, trial date.

On October 3, 2014, I received a letter from Hoey, dated October 1, 2014, asking

to postpone the trial until early 2015 because of the “holidays upcoming” and Hoey’s

“time required to run two companies.” Later that day, I received a letter from Salvatore’s

counsel opposing Hoey’s request for a postponement.

“The purpose of [S]ection 225 is to provide a quick method for review of the

corporate election process to prevent a Delaware corporation from being immobilized by

controversies about whether a given officer or director is properly holding office.” Box v.

Box, 697 A.2d 395, 398 (Del. 1997). Although the Court is sympathetic to Hoey’s pro se

status, that status does not overcome the exigency of resolving the dispute concerning the

composition of Visenergy’s board. From my review of the five-page complaint in this

action, moreover, the issues in this case concern the validity of two stockholder written

consents and thus appear to be quite narrow in nature. Therefore, having a trial

approximately sixty days after the filing of a complaint, which is generally within the

bounds of a reasonable timeline for a Section 225 proceeding generally, is particularly

appropriate here. Peter J. Salvatore v. Visenergy, Inc., et al. C.A. No. 10108-CB October 6, 2014 Page 3 of 3

For these reasons, Hoey’s request to reschedule the trial, currently scheduled for

November 14, 2014, is DENIED. The parties are directed to submit a scheduling order in

accordance with the Court’s letter of October 1, 2014.

IT IS SO ORDERED.

Sincerely,

/s/ Andre G. Bouchard

Chancellor

AGB/gp