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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CARLO VICHI, Plaintiff, v. KONINKLIJKE PHILIPS ELECTRONICS N.V., LG.PHILIPS DISPLAYS FINANCE LLC, LG.PHILIPS DISPLAYS INTERNATIONAL LTD., Defendants. ) ) ) ) ) ) ) ) ) ) ) )

C.A. No. 2578-VCP

OPINION Submitted: August 30, 2012 Decided: November 28, 2012

Rolin P. Bissell, Esq., Tammy L. Mercer, Esq., Elisabeth S. Bradley, Esq., YOUNG CONAWAY STARGATT & TAYLOR, LLP, Wilmington, Delaware; David R. Marriott, Esq., David Greenwald, Esq., CRAVATH, SWAINE & MOORE, LLP, New York, New York; Attorneys for Plaintiff. Raymond J. DiCamillo, Esq., Nicole C. Bright, Esq., RICHARDS, LAYTON & FINGER, P.A., Wilmington, Delaware; Garrard R. Beeney, Esq., John L. Hardiman, Esq., SULLIVAN & CROMWELL LLP, New York, New York; Attorneys for Defendant Koninklijke Philips Electronics, N.V.

PARSONS, Vice Chancellor.

This action is before me on a motion for summary judgment relating to a dispute between a Netherlands holding company, which controls one of the largest electronics companies in the world, and an Italian businessman, who is the managing shareholder and founder of a large television manufacturing and sales company in Italy. The holding company is a participant in a joint venture that needed financing and approached the Italian businessman for a substantial loan. The Italian businessman, who had a longstanding business relationship with one of the holding company`s other subsidiaries, agreed to make the loan. The joint venture eventually went into bankruptcy and defaulted on its loan obligations, including the loan from the Italian businessman. The Italian businessman filed this action alleging, among other things, that the Netherlands holding company induced him to make the loan by representing that it would support and continue to back the joint venture. The holding company denies making those representations or having any obligations to the Italian businessman. The defendant holding company has moved for summary judgment on multiple grounds. As a preliminary matter, the defendant seeks to dismiss all counts because the plaintiff has no standing. The defendant also contends that some of the claims are timebarred by the doctrine of laches. The defendant further asserts that some claims are governed by English law and barred by the English statute of frauds. Finally, the defendant argues that certain counts of the complaint fail to state a claim as a matter of Italian, Dutch, and Delaware law.

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Having considered the parties` extensive briefing and arguments and the record before me at this stage, I find that, for the purposes of summary judgment, the plaintiff`s claims are not barred for lack of standing. I also deny summary judgment on the ground of laches based on the existence of genuine issues of material fact as to whether the analogous statute of limitations may have been tolled because the plaintiff`s injuries were inherently unknowable. Because the defendant failed to prove foreign law sufficiently to establish its English statute of frauds defense and to defeat the plaintiff`s Italian law claim for deceit by a third party and bad faith, I refuse to grant summary judgment on those counts. I grant summary judgment in the defendant`s favor, however, on the plaintiff`s Italian law claim for breach of implied or oral contract and his Dutch law claim, because both claims fail as a matter of foreign law. Finally, I grant the defendant`s motion for summary judgment regarding the plaintiff`s claim for unjust enrichment. I. A. BACKGROUND The Parties

Plaintiff, Carlo Vichi, is the managing shareholder and founder of Mivar di Carlo Vichi S.a.p.a.1 (Mivar), a large Italian company engaged in television sales and production. Vichi resides in Milan, Italy.

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S.a.p.a. or Societ

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