Buttonwood Tree Value
Partners, L.P. v. R.L. Polk & Co. Inc., C.A.
No. 9250-VCG (Del. Ch. Dec. 29, 2023)
To state a claim for unjust enrichment, a plaintiff must adequately
plead: (1) an enrichment; (2) an impoverishment; (3) a relation
between the enrichment and impoverishment; and (4) the absence of a
justification. In this Court of Chancery action, the plaintiffs
claimed that the defendants were unjustly enriched because the
plaintiffs were induced to tender their shares for inadequate
compensation as a result of materially misleading disclosures. In
response, the defendants argued that the relationship between the
company's self-tender and the benefits that the defendants
received from subsequent special dividends and the sale of the
company were too attenuated to plead that defendants were aware of
these future developments. The Court held, however, that the
plaintiffs had adequately pled their claims for unjust enrichment
because defendants allegedly knew the true sale value of the
company and defendants caused the company to make materially
deficient disclosures to increase the defendants' equity.
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