Glenn Agre partners Andrew Glenn and Marissa Miller, and associates Megan Reilly and Colleen Piasentin, recently secured a significant victory on behalf of Oxford Finance, LLC in the Delaware Court of Chancery. Oxford Finance was a secured lender to Sequencing Health, LLC, a Colorado-based healthcare organization, that foreclosed on Sequencing Health’s assets after it defaulted on its loan. Following a consensual UCC foreclosure, Oxford Finance filed a lawsuit against certain of Sequencing Health’s directors and officers in Colorado for various claims, including breach of fiduciary duty.
The officers and directors then filed an action in the Delaware Court of Chancery seeking indemnification and fee advancement from Oxford as purported successor under Sequencing Health’s charter and by-laws.
In a case of first impression, the Hon. Kathaleen St. J. McCormick denied the request for indemnification and fee advancement as a matter of law because Oxford Health did not assume these obligations in its foreclosure.