Daniel Turner, a spokesman for DuPont, said the verdict dispelled any doubts about Chemour`s compensation obligations. « We will take appropriate steps to enforce our rights under the separation agreement, » Turner said in an emailed statement. Chemour`s lawyer, William Savitt, responded that the federal arbitration law required clear agreement from both parties for a compromise clause to be applicable. Chemours did not give such consent, he said. Mr. Savitt also argued that chemours cannot be forced to mediate because the provisions of the separation agreement are « unacceptable ». DuPont issued a statement stating that it was satisfied with the judgment and would take steps to enforce its rights under the separation agreement. Vice-Chancellor Sam Glasscock III decided on Monday that he was not competent to hear the case, because the separation agreement between the companies clearly states that all disputes arising from the separation are subject to mandatory arbitration. Chemours submitted that the separation agreement had been imposed on him and that he did not agree with any of his conditions.
The Court of Chancery granted the application for rejection and initially rejected Chemours` argument that Chemours had not « recklessly » the separation agreement because DuPont dominated the negotiation process and unilaterally set the terms of the separation agreement. In rejecting this argument, the Tribunal first found that the parties` agreement to delegate the ability of arbitrator to the arbitration tribunal could only be challenged in the courts as part of the state`s defence of contract formation. However, contrary to Chemours` argument, the court mutually approved the separation agreement because Chemours management and board of directors actually executed and approved the separation agreement – that is, the most powerful and convincing evidence » of the Chemours agreement. In this regard, the Tribunal rejected Chemours` argument that it had not « really agreed » because the separation agreement, including the arbitration provisions, had been designed, developed and executed by DuPont as the parent company of Chemours, and that, therefore, Chemours, as a subsidiary of DuPont, was not in a position to accept arbitration independently. The Court noted that the fact that a parent company dictates conditions to its 100% subsidiary is not, under Delaware law, sufficient grounds for concluding a non-consent that renders the contract unenforceable.