Kaye v. Pantone, Inc.

HARTNETT, Vice Chancellor.

This is an appraisal action brought pursuant to 8 Del.C. § 262 1 by plaintiff (Kaye), a dissenting stockholder. The defendant (Pantone, Inc.) asserted a counterclaim against Kaye pursuant to Rule 13. 2 Kaye then moved to dismiss the counterclaim and this is the decision on that motion.

I

Kaye was the owner of 18,000 shares of common stock of Pantone, Inc. (Pantone), a New York corporation. On July 29, 1977, Herbert Group, Inc. (H.G.I.), a Delaware corporation, was merged into Pantone pursuant to 8 Del.C. § 228 and Pantone is the surviving corporation of that merger.…