The Circuit Court of the First Judicial District of Bolivar County, Mississippi has issued two new orders in Delta and Pine Land (D&PL) Company 's litigation against Monsanto Company relating to the failed merger between the two companies.
In May 1998, Monsanto and Delta and Pine Land announced they had reached an agreement to merge D&PL into Monsanto, subject to the approval of Delta & Pine Land's shareowners. In December 1999, Monsanto withdrew its filing for approval of the proposed merger with Delta and Pine Land Company in light of the U.S. Department of Justice's unwillingness to approve the transaction on commercially reasonable terms. D&PL sued Monsanto in January 2000, seeking unspecified compensatory damages, including lost stock market value of approximately $1 billion.
In the first order, which related to D&PL's damage claims, the Circuit Court granted Monsanto's motion for partial summary judgment relating to D&PL's claims for benefit of the bargain damages resulting from Monsanto's breach of the merger agreement. The Circuit Court ruled that D&PL cannot seek damages using a benefit of the bargain measurement. This ruling reverses one by the previous judge in the case, who had ruled that use of a benefit of the bargain measurement was a matter for the jury to decide.
D&PL disagrees with the latest ruling and believes that the law supports its position, which is consistent with the previous judge's ruling. D&PL intends to take an immediate appeal of this issue to the Mississippi Supreme Court. The Circuit Court further found that D&PL alternatively can "... make appropriate claims for damages in this case other than benefit of the bargain damages, based on the theory of market share loss."
The second order relates to Monsanto's counterclaims. The Circuit Court granted D&PL's motion to compel the production of documents and the testimony of witnesses relating to Monsanto's counterclaims. Monsanto had invoked privilege as a basis for not producing documents and for not permitting its witnesses to answer questions during depositions.
No trial date has been set.