A trial will be needed to resolve a dispute between former Vice-President Al Gore and Al Jazeera America over tens of millions of dollars held in escrow as part of the news network's $500 million acquisition of Current TV, a Delaware judge ruled Tuesday.
Attorneys for Gore and former Current Media CEO Joel Hyatt had urged Vice Chancellor Sam Glasscock II to rule in their favour without a trial, saying Al Jazeera is not entitled to $65 million being held in escrow and that it should be returned to Current shareholders.
"The case should end now, not at trial," Attorney Greg Varallo told Glasscock.
The judge denied the motion, however, citing factual disputes regarding language in the merger agreement.
"It can be interpreted in two different ways," said Glasscock, who also said factual determinations will be needed on Al Jazeera's claims to the escrow money and whether its actions have prejudiced Gore and Hyatt.
The escrow money was set aside to indemnify Al Jazeera for possible claims against Current TV by distributors including DirecTV, Dish Network and AT&T. Such claims
But Varallo said the escrow period expired July 2, 2014, 18 months after the deal closed, and that Al Jazeera is not entitled to hold the escrow money based on claims that might be brought in the future.
"It doesn't permit claims that are purely in the imagination of Al Jazeera. ... This is not a warranty that goes on forever," Varallo said.
Al Jazeera argues that it is entitled to indemnification for claims arising from representations and warranties made by Current officials regarding contracts with their distributors. Such claims typically involve "most favoured nation" clauses intended to ensure that one distributor is not given terms more favourable than those given other distributors.
Andrew Deutsch, an attorney for Al Jazeera, argued that the company's concerns about being indemnified from such claims are legitimate.
"We are not saying that we get paid on a whim," Deutsch said.
The Qatar-owned news channel took over Current TV's signal in August 2013 and hired U.S. TV news veterans including Soledad O'Brien and John Seigenthaler. It is available in more than 60 million U.S. homes.
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