COURT OF CHANCERY

OF THE

SAM GLASSCOCK III

VICE CHANCELLOR

STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE

34 THE CIRCLE

GEORGETOWN, DELAWARE 19947

Date Submitted: September 17, 2021

Date Decided: October 22, 2021

Matthew F. Davis, Esquire

Justin T. Hymes, Esquire

Potter Anderson & Corroon LLP

1313 N. Market Street

Hercules Plaza – 6th Floor

Wilmington, Delaware 19801

Julia B. Klein, Esquire

Klein LLC

919 N. Market Street

Suite 600

Wilmington, Delaware 19801

RE: Joshua J. Angel v. Warrior Met Coal, Inc., et al.

 C.A. No. 2019-0235-SG

Dear Counsel:

At this stage, this litigation involves a single claim for unjust enrichment by 

Joshua J. Angel, the Plaintiff, against the Defendants. The matter is currently before 

me on a Motion for Reconsideration (the “Reconsideration Motion”) sought by the 

Defendants in response to my Letter Opinion, dated June 30, 2021 (the “Opinion”), 

which addressed the Defendants’ Motion to Dismiss as to all claims (the “Motion to 

Dismiss”) and the Defendants’ Motion for Partial Summary Judgment with respect 

to claims affected by the notice issue (the “Summary Judgment Motion”). The 

Opinion considered the pertinent issues under the applicable motion to dismiss 

standard, and perceived the Summary Judgment Motion as solely intended to address 
2

the breach of contract claim.1

 As the breach of contract claim did not survive the 

Motion to Dismiss, the Opinion mooted the Summary Judgment Motion.2

 The 

parties have provided supplemental briefing with respect to the Reconsideration 

Motion, and the Defendants have clarified that their Summary Judgment Motion

pertains more broadly to any and all claims that survive the Motion to Dismiss.

3

Therefore, per the Defendants, their Summary Judgment Motion with respect to the 

unjust enrichment claim is not mooted and should be granted. So finding would 

resolve the remainder of the litigation. 

An adumbration of the facts sufficient to resolve the Summary Judgment 

Motion follows. The Plaintiff was a lienholder of Walter Energy, Inc. (“Debtor”).

4

Upon bankruptcy, a steering committee (the “Steering Committee”) formed of other 

such lienholders, but not including the Plaintiff, sought to purchase the Debtor’s 

assets in return for a release of debt.5 To accomplish this, the Steering Committee 

proposed transferring the Debtor’s assets to Coal Acquisition LLC, now named

Warrior Met Coal LLC (“Warrior LLC”).6 The Debtor’s creditors, including the 

1 Mem. Op. 3, Dkt. No. 76 [hereinafter “Op.”]. 

2 Id. at 11. 

3 See Defs.’ Mot. for Recons. 2, Dkt. No. 77 [hereinafter “Recons. Mot.”]. 4 Op. at 4. 5 Id. at 4–5. 6 Id. at 6. 
3

Steering Committee, would then receive an equity distribution from Warrior LLC 

(the “Distribution”).7

The bankruptcy court required that the Distribution occur in compliance with 

securities law.8

 To achieve this, Warrior LLC, the Steering Committee, the 

indenture trustees and the trustee for the general unsecured creditors agreed that the 

eligibility documentation (the “Documents”) would be distributed to prospective 

participants and would contain temporal forfeiture provisions.

9 Ultimately, the 

group determined that the required Documents had to be completed and submitted 

by December 31, 2016, after which date any outstanding rights to the Distribution 

were forfeited.10 The Plaintiff did not submit the Documents timely and did not 

receive equity in the Distribution.11

The Plaintiff alleges that he was not provided notice with respect to the 

Documents, and that an unjust enrichment claim must lie against the Defendants, 

because they were enriched (and he was impoverished) when his claim to a 

Distribution of Warrior LLC equity was forfeited.

12 The Defendants seek dismissal 

7 Id.

8 Id. at 2. 

9 Id.

10 Id. at 8–9.

11 See id. at 9, 22. 12 Id. 
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of the unjust enrichment claim on the grounds that notice was provided to the 

Plaintiff.13

The Defendants allege a number of notices pertaining to the Distribution were 

directed to the Plaintiff, either by Warrior LLC’s agent or by certain indenture 

trustees.14 The Plaintiff responds that Warrior LLC’s agent provided notices to 

inappropriate email addresses, and that notices from the indenture trustees attached 

to the Complaint were received “years later,” outside the pertinent timeframe.15 

To succeed upon a motion for summary judgment, the moving party must 

demonstrate that the record shows that there is no genuine issue of material fact, and 

that the moving party is therefore entitled to judgment as a matter of law.16 Upon 

review of the record in connection with the Reconsideration Motion, certain factual 

questions remain. In order to evaluate the remaining equitable claim, I will need a 

sufficient record to determine, without purporting to be exhaustive: (i) whether 

actual notice of the equity offering was delivered to the Plaintiff, either by the agent 

employed by Warrior LLC to do so or by the applicable indenture trustees; (ii) if so, 

which notice was received; (iii) if so, when the notice was received; and (iv) if so, 

what actions the Plaintiff took or did not take, and why. The issue of notice with 

13 See generally Recons. Mot. 

14 See Tr. Oral Arg. Defs.’ Mots. Dismiss Compl., Am. Compl., and for Partial Summ. J., 8–10 

Dkt. No. 74. 

15 Id. at 32–34. 

16 Paul v. Deloitte & Touche, 974 A.2d 140, 145 (Del. 2009) (quoting Berns v. Doan, 961 A.2d 

506, 510 (Del. 2008) (internal citation omitted)). 
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respect to the equity offering therefore cannot be determined in connection with the 

Defendants’ Summary Judgment Motion.

The Summary Judgment Motion is DENIED. To the extent the foregoing 

requires an Order to take effect, IT IS SO ORDERED.

Sincerely,

 /s/ Sam Glasscock III

 Sam Glasscock III