Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

WILLIAMS v. HILTON GROUP

March 12, 2003

STUART A. WILLIAMS, AN INDIVIDUAL, AND WSC INVESTMENTS, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY, PLAINTIFFS,
v.
HILTON GROUP, PLC, AND LADBROKES INTERNATIONAL BETTING AND GAMING, A DIVISION OF HILTON GROUP, PLC, DEFENDANTS.



The opinion of the court was delivered by: Arthur Schwab, District Judge.

MEMORANDUM OPINION REGARDING DEFENDANTS' MOTION FOR PARTIAL SUMMARY JUDGMENT DISMISSING PLAINTIFFS' TORT CLAIMS (ON COUNTS XII AND XIII) (DOCUMENT NO. 247,)*

I. Background

Initially, the case began with a complaint filed December 14, 1999, alleging breach of contract claims against defendants Hilton Group, PLC, and Ladbrokes International Betting and Gaming, a division of Hilton Group, PLC (collectively "Ladbrokes"). This complaint sought injunctive relief and monetary damages, and was accompanied by an emergency motion for preliminary injunction to prevent Ladbrokes from alienating certain of its North American gaming assets which plaintiffs Stuart Williams and WSC Investments, LLC (collectively "Williams") believed they had a definitive purchase agreement to buy.

As this Court's previous opinion of August 8, 2000 (by Senior Judge Donald J. Lee, who was originally assigned to this case) summarized the action at that point, on the eve of an evidentiary hearing on plaintiffs' motion for a preliminary injunction:

The parties also have succinctly stated their respective legal positions in their Pre-Trial Stipulation. In essence, plaintiffs contend that the Letter of Intent of July 28th [1999] obligated Ladbrokes to provide Williams with prompt access to due diligence materials and a due diligence review period of 60 days, to honor a period of exclusivity which would run from July 28th through the due diligence period and until a definitive purchase agreement was executed, and to negotiate in good faith the terms of a definitive purchase agreement and otherwise proceed in good faith. Plaintiffs further assert that Ladbrokes has materially breached each of these obligations and seeks a preliminary injunction to prevent Ladbrokes from selling or otherwise alienating the assets it agreed to sell to Williams until this matter has been fully adjudicated after a full trial. Plaintiffs also claim that Ladbrokes made binding obligations to sell their gaming interests to plaintiffs on November 19th [1999] by defendants' offer and Williams' acceptance of an oral agreement the terms of which were embodied in a Term Sheet, and by defendants' offer and Williams' acceptance of the terms of the draft definitive acquisition agreement dated November 30th [1999].
Defendants counter that the parties intended and understood that they would not be bound regarding the purchase and sale of the Ladbrokes Assets unless and until a mutually acceptable definitive acquisition agreement was negotiated and executed. Because that condition, and other conditions of the Letter of Intent, never happened, neither the Letter of Intent, the Term Sheet of November 19th, nor the draft definitive acquisition agreement of November 30th resulted in a binding obligation or enforceable contract. Defendants also maintain that the terms of the Letter of Intent did not obligate Ladbrokes to provide Williams with exclusive negotiation rights unless and until Ladbrokes decided to provide him with due diligence materials in New York City, and until that time, Ladbrokes was free to shop around the deal to whomever it chose.

Mem. Op., August 8, 2000, at 11-12, quoting from Joint Pre-Trial Stipulation of Facts (Document No. 112).

A. Contract Claims Limited to Reliance Damages — No Expectation Damages

On March 7, 2002, Judge Lee entered an opinion and order resolving the parties' motions for partial summary judgment which, inter alia, granted partial summary judgment in plaintiffs' favor as to liability only on Counts VII and XI for breach of the exclusivity provision of the Letter of Intent and defendants' obligation to negotiate in good faith, and denied defendants' motion to limit plaintiffs' reliance damages.

More recently, on February 24, 2003, this Court entered an opinion and order which denied defendants' motion to reconsider the order of March 7. 2002 entering summary judgment in favor of plaintiffs, as to liability only, on their contract claims, and by separate order entered on March 12, 2003, this Court denied plaintiffs' motion to reconsider the December 14, 2000 memorandum and order to the extent it limited plaintiffs' right to recover or seek expectation damages.

B. The Tort Claims

On June 9, 2000, plaintiffs filed a Second Amended Complaint which added Counts XII and XIII against Ladbrokes for, respectively, fraudulent and negligent misrepresentation under Pennsylvania common law, based upon alleged misrepresentations made before and during the period of exclusivity and the course of negotiations toward execution of a definitive purchase agreement. Plaintiffs' Third Amended Complaint of April 6, 2001 added defendant Alan Ross on the tort claims.

The Court's March 7, 2002 order also denied plaintiffs' motion for partial summary judgment on the tort counts, Counts XII and XIII, and denied defendants' motion for partial summary judgment on the issue of the availability of punitive damages for fraudulent misrepresentation.

On February 24, 2003, this Court granted defendants' motion for leave to file a motion for partial summary judgment as to the tort claims based upon the "gist of the action" doctrine, requesting the Court to reconsider its ruling of March 7, 2002. That ruling did not address the "gist of the action" doctrine which defendants now assert, but their current motion for ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.