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April 2015: Complete Defense Victory for Michael Milken

April 2015

The firm won a complete defense victory for its client Michael Milken against plaintiffs Scantron Corporation and Harland Clarke Holdings Corp., companies owned and controlled by Ronald O. Perelman. Mr. Perelman and his companies sought over $135 million, plus tens of millions more in compensatory damages and punitive damages, for alleged fraud and related claims arising from the sale of an educational software company, GlobalScholar. In a summary judgment issued by the United States District Court for the District of Delaware, the firm defeated each of the plaintiffs’ claims.

In 2010, Mr. Perelman and one of his companies, Scantron, expressed interest in acquiring GlobalScholar and ultimately offered to acquire the company for approximately $135 million. The transaction was consummated by heavily negotiated contracts, including a sales agreement between Scantron and the seller, KUE Digital International, LLC. More than two years later, Scantron and Harland Clarke sued in Texas state court in San Antonio, claiming GlobalScholar was worthless and asserting claims for fraudulent inducement and securities fraud. Plaintiffs postured the complaint to avoid removal to federal court and to avoid the limitations on permissible claims set forth in the transaction agreements by suing our client personally, along with non-diverse entities, and by suing based solely on non-contractual state law claims.

The firm removed the case to the United States District Court for the Western District of Texas on the grounds that plaintiffs had fraudulently joined entities in an effort to defeat diversity jurisdiction. Plaintiffs moved to remand, and the firm opposed. At the same time, based on a contract provision requiring disputes to be filed in Delaware courts, the firm brought suit in Delaware Chancery Court to enjoin plaintiffs from pursuing any further Texas state court litigation. Facing both the Chancery Court action and a possible fraudulent joinder finding, plaintiffs voluntarily dismissed the non-diverse defendants and withdrew their motion for remand, conceding jurisdiction in the Western District of Texas.

With the case pending in the Western District of Texas, the firm then filed a motion for transfer to the District of Delaware, which was the forum provided for in the underlying transaction agreements. Plaintiffs opposed the motion by arguing that the contacts did not govern because Mr. Milken and one of the plaintiffs were not parties to them and because plaintiffs’ claims were not for breach of contract, but for fraud-in-the-inducement. United States District Judge Xavier Rodriquez, Western District of Texas, granted the motion to transfer, agreeing with Quinn Emanuel that Mr. Milken was a beneficiary of the transaction agreements, that both plaintiffs were bound by the transaction agreements, and that plaintiffs’ fraud and other non-contract claims were subject to the transaction agreements, including their forum selection and non-recourse provisions.

Once in the District of Delaware, the firm sought summary judgment, seeking to dispose of plaintiffs’ entire case. The motion argued plaintiffs’ claims were completely barred by the transaction agreements, for reasons including that the plaintiffs had agreed not to sue Mr. Milken and had also agreed not to rely on the alleged representations on which plaintiffs’ claims were based. Plaintiffs opposed, arguing that Mr. Milken was not entitled to enforce the transaction agreements, that the agreements’ limitations were inapplicable to plaintiffs’ fraud and related claims, and that the agreements were unenforceable.

On March 4, 2105, United States District Judge Judge Gregory M. Sleet, District of Delaware, granted summary judgment in Mr. Milken’s favor on all claims, agreeing with each of the grounds Quinn Emanuel had raised. The Court ruled that plaintiffs had breached the transaction agreements by suing Mr. Milken and that plaintiffs’ fraud and related claims were barred by the transaction agreements, including their no-recourse clauses and their provisions barring plaintiffs’ reliance on the alleged misrepresentations. Accordingly, the Court ruled that the transaction agreements barred plaintiffs’ lawsuit against the firm’s client entirely.