Hoch v. Alexander et al

Filing 322

MEMORANDUM ORDER Granting 318 MOTION for Summary Judgment, filed by Qualcomm Incorporated. Signed by Judge Richard G. Andrews on 6/11/2014. (nms)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE

JEFFREY KAUFMAN,

Plaintiff;

v.
BARBARA T. ALEXANDER, et al.,

Civil Action No. 11-00217-RGA

Defendants,

v.
QUALCOMM INCORPORATED

Nominal Defendant.

MEMORANDUM ORDER

The Court now takes up nominal Defendant Qualcomm Incorporated's Motion for
Summary Judgment. (D.I. 318). The issue is fully briefed. (D.I. 319, 320, 321).
1. Qualcomm argues that summary judgment should be granted for it for both Counts VIII

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and XI. Qualcomm argues that the court should grant summary judgment as to Count
VIII because the Court already found, '"no reasonable jury would find that' Qualcomm's

[
directors 'failed to properly approve the 2006 LTIP, as amended in 2011, for shareholder
vote."' (D .I. 319 at 5 (citing D .I. 315 at 15)). Qualcomm further argues that summary
judgment is appropriate regarding Count XI because the Court already found that the
2011 Amended LTIP was properly approved. Id.
2. The Plaintiff argues that, "Simply said, based on the arguments Plaintiff has previously
made with regard to these claims, the Court should not grant Qualcomm summary

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judgment with regard to counts VIII or XI." (D.I. 320 at 5). The Plaintiff further argues
that the Court's finding that there was "no evidence that the Directors purported to bind
themselves individually to the LTIP" does not apply to Qualcomm and therefore Count
XI should not be dismissed. Id.
3. The Plaintiff has presented no new arguments regarding Count VIII. Therefore, the
Court adopts is previous decision that no reasonable jury would find that the 2011
Amended LTIP was not properly approved, and thus GRANTS Qualcomm's Motion for
Summary Judgment on Count VIII.
4. Count XI is a breach of contract claim. 1 The Plaintiff's claim relies on the presumption
that the "Defendants violated § 16 of the 2006 LTIP by paying out more stock-based
compensation than the stockholder approved share reserve that was last properly approved
by Qualcomm's shareholders. Since neither the 2010 nor 2011 share reserve increases
complied with Delaware law or Qualcomm's bylaws, these share reserve increases are not
valid and the share reserve remains where it was before these votes." (D.I. 213

at~

119).

However, the Court found that the 2011 Amended LTIP was properly approved and thus
the share reserve increases were valid. (D.I. 315 at 11-16). Therefore, as the premise on
which the claim depends runs counter to the Court's previous finding in this case,
Qualcomm's Motion for Summary Judgment on Count XI is GRANTED.
yL
Entered this _[_lday of June, 2014.

istrict Judge

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While the parties seem to agree that Qualcomm is a defendant for the purpose of Count XI, it appears that the only
relief sought is against the Defendant Directors and in favor of Qualcomm.

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