Genuine Parts Suit Over Broken Essendant Tie-Up Kept Alive

Law360 (September 10, 2019, 8:25 PM EDT) -- Office supply company Essendant Inc. lost a bid Monday to shut down jilted merger partner Genuine Parts Co.'s Delaware Chancery Court suit seeking millions in damages after Essendant instead opted for a tie-up with Staples Inc.

In a 28-page memorandum opinion, Vice Chancellor Joseph R. Slights III declined to dismiss GPC’s suit after finding the automotive parts and office product distributor made a reasonably conceivable argument that Essendant breached a merger agreement not to solicit another offer.

“Essendant’s contract-based defense is not dispositive at the pleading stage,” Vice Chancellor Slights wrote. “Specifically, the agreement does not clearly and unambiguously provide that...

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