Seokoh, Inc. V. Lard-PT
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SEOKOH, INC., ) ) Petitioner, ) ) v. ) C.A. No. 2020-0613-JRS ) LARD-PT, LLC, ) ) Respondent, ) ) and ) ) PROCESS TECHNOLOGIES AND ) PACKAGING, LLC, a Delaware ) Limited Liability Company, ) ) Nominal Respondent. ) MEMORANDUM OPINION Date Submitted: January 15, 2021 Date Decided: March 30, 2021 Jacob R. Kirkham, Esquire of Kobre & Kim LLP, Wilmington, Delaware and Robin J. Baik, Esquire, Leif T. Simonson, Esquire, S. Nathan Park, Esquire of Kobre & Kim LLP, New York, New York, Attorneys for Petitioner Seokoh, Inc. John G. Harris, Esquire and Peter C. McGivney, Esquire of Berger Harris LLP, Wilmington, Delaware and Stuart Kagen, Esquire and Russell Bogart, Esquire of Kagen, Caspersen & Bogart PLLC, New York, New York, Attorneys for Respondent Lard-PT, LLC. SLIGHTS, Vice Chancellor When conjuring an image of compromise, many invoke King Solomon, or Jedidiah, the proverbial source of the classic aphorism, “split the baby.”1 But according to the Book of Genesis, Abraham and Lot were equally adept at compromise.2 When a dispute over the division of territory arose between these two wealthy men, they devised a process for fair division that eventually was employed by others in the region to divide all manner of tangible things, from real property to food.3 The process, called “divide-and-choose” or “I cut, you choose,” was elegantly simple: one person (the cutter) would divide the disputed matter into two pieces and then allow the other (the chooser) to choose which piece she would take for herself.4 The incentives for fair partition are obvious: the cutter is incented to divide in equal pieces knowing she will be left with the piece the chooser leaves behind.
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