Haynes and Boone, LLP and Morris Nichols Arsht & Tunnell represented HC Companies in the case.
Delaware’s Vice Chancellor Joseph Slights III granted a partial summary judgment for The HC Companies, Inc., (“HC”), ruling on Dec. 5 that Myers Industries, Inc. owes HC $8.6 million in escrow funds. The decision highlights the Delaware Chancery Court’s commitment to enforcing the terms of agreements negotiated by sophisticated parties.
As the court noted, HC purchased Myers’ lawn and garden business in 2015, including the business’s manufacturing equipment. As part of the purchase, Myers represented that the equipment was in good condition and agreed to indemnify HC for any equipment that was not. The parties established an $8.6 million escrow account to satisfy any indemnification claims.
HC gave notice of such an indemnification claim in 2016. Myers failed to respond to the claim within the escrow agreement’s 10-day objection period, thereby waiving its right to contest the distribution of the escrow funds to satisfy HC’s indemnification demand. HC filed suit to recover the escrow funds, and moved for summary judgment early in the case.
The HC Companies, Inc. manufactures and delivers round and square pots, carrying trays, hanging baskets, pot and tray systems, eco-friendly fiber and coconut coir pots, nursery containers, propagation trays, plug trays, plant flats, decorative planters, greenhouse kits, seed starting kits, and others. The company is based in Middlefield (OH).
Haynes and Boone, LLP Partner David Harper (Picture) and Associates Stephanie Sivinski and Sally Dahlstrom represented HC Companies in the case. Morris Nichols Arsht & Tunnell Partners R. Judson (R.J.) Scaggs, Jr. and Ryan Stottmann and Associate Jason Miller served as HC’s Delaware counsel.
Involved fees earner: Judson Scaggs Jr. – Morris Nichols Arsht & Tunnell Llp; Ryan Stottmann – Morris Nichols Arsht & Tunnell Llp; Jason Miller – Morris Nichols Arsht & Tunnell Llp; David Harper – Haynes and Boone; Stephanie Sivinski – Haynes and Boone; Sally Dahlstrom – Haynes and Boone;
Clients: The HC Companies, Inc.;