Moise Katz v. Oak Industries

ALLEN, Chancellor A commonly used word -- seemingly specific and concrete when used in everyday speech -- may mask troubling ambiguities that upon close examination are seen to derive not simply from casual use but from more fundamental epistemological problems. Few words more perfectly illustrate the deceptive dependability of language than the term coercion which is at the heart of the theory advanced by plaintiff as entitling him to a preliminary injunction in this case. Plaintiff is the owner of long-term debt securities issued by Oak Industries, Inc. (Oak), a Delaware corporation; in this class action he seeks to enjoin the consummation of an exchange offer and consent solicitation made by Oak to holders of various classes of its long-term debt. As detailed below that offer is an integral part of a series of transactions that together would effect a major reorganization and recapitalization of Oak. The claim asserted is in essence, that the exchange offer is a coercive device and, in the circumstances, constitutes a breach of contract. This is the Court's opinion on plaintiff's pending application for a preliminary injunction.