Olivier Amar

Title: JP MORGAN CHASE BANK, N.A., JPMORGAN CHASE &CO., and TAPD, LLC, Defendants…

Court: Supreme Court of Delaware

Case Number: 277 2023

Date: Aug 16, 2023

Fact:

  • Olivier Amar, the former Chief Growth and Acquisition Officer of TAPD, LLC (“Frank”), continued to work for Frank after it was acquired by JP Morgan Chase & Co. through a subsidiary.
  • JP Morgan Chase Bank, N.A. (“JPMorgan Bank”) later terminated Amar and Frank’s CEO, Charlie Javice, for cause after questioning the legitimacy of a customer list verified during the merger negotiations.
  • Javice and Amar demanded advancement and indemnification, which the defendants denied.
  • Amar filed an action for advancement in the Court of Chancery, arguing entitlement under Frank’s bylaws and the merger agreement.
  • The Court of Chancery granted Amar’s motion for summary judgment, rejecting the defendants’ arguments of waiver and holding Amar entitled to advancement.

Issue:

  • Whether Olivier Amar was entitled to advancement under Frank’s bylaws and the merger agreement, despite arguments of waiver by the defendants based on language in the merger agreement and Amar’s resignation letter.

Decision:

  • The Court of Chancery granted Olivier Amar’s motion for summary judgment, holding that he was entitled to advancement.
  • The Court rejected the defendants’ arguments of waiver, emphasizing that Amar was not a party to the merger agreement containing the waiver language and that parties cannot unilaterally waive a third-party beneficiary’s rights.
  • The Court also concluded that the language in Amar’s resignation letter did not accomplish the waiver the defendants argued they intended.
  • The Court directed the parties to confer on an order establishing the protocol for submission of invoices in accordance with established procedures.
  • The Court denied the defendants’ application for certification of an interlocutory appeal, finding that it did not meet the strict standards for certification under Rule 42(b) and that the potential benefits of immediate review did not outweigh the inefficiency, disruption, and probable costs caused by an interlocutory appeal.

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