22. JavaScript is disabled. A licensed installation facility and national repair center for Webasto/Hollandia, and Signature Series sunroofs as well as Katzkin Leather Interiors. Event 450-SS is 23. Thanks to a high-quality paint coating (Hardcoat AS 4700), the polycarbonate roof is also scratch-resistant and withstands weathering and UV radiation. WAG's stated purpose as a stockholder was to value its shareholder interest in WSI.7 It is undisputed that the scope of the requested document inspection is quite broad.8, WAG contends that it submitted the May 31 demand letter in response to Magna having reneged on its undertaking to permit WAG to conduct an audit. Verified purchase: Part Number: 40-Series. TermsPrivacyDisclaimerCookiesDo Not Sell My Information, Begin typing to search, use arrow keys to navigate, use enter to select, Stay up-to-date with FindLaw's newsletter for legal professionals. PU foam encapsulation is used to merge mounted parts, such as screws and reinforcements, with a glass pane by using polyurethane material. The email address cannot be subscribed. By expanding its competencies, the company is able to tap new. Webasto Product North America, Inc. ("WPNA") has decided that a defect that relates to motor vehicle safety may exist in vehicles equipped with certain Hollandia 700 and 600 ("700/600") aftermarket (non-factory installed) sunroofs manufactured from 2002-2009 and all TVS 900 ("900") series aftermarket sunroofs. As a global market leader with a broad product portfolio, Webasto has a strong global network with customers, suppliers and colleagues. sunshade and integral automatic wind deflector. composite frame with tight radius corners and curved leading edge, dark solar Size 16x30. Automotive manufacturers are faced with the challenge of meeting a multitude of global customer requirements. straight front. one-touch electronic control. Discover the wide range of Webasto solutions engineeredspecifically to withstand the harsh environment of the off-highway market. I first address WSI (Magna's) argument that the demand was not under oath.. (2)Has WAG shown that its stated valuation purpose is, in fact, its true purpose,? First, many, if not all, of the joint venture's competitive secrets are licensed patents and technological trade secrets and know-how developed by WAG. See Henshaw v. American Cement Corp., 252 A.2d at 125; Holdgreiwe at 5-7. This prevents individual glass fragments from falling which reduces the risk of injuries. The Section 273 action is docketed as In Re Webasto Sunroofs, Inc., Del. Ch., 525 A.2d 160, 168 (1987); Thomas & Betts Corp. v. Leviton Mfg. If a solar roof is installed for battery charging, a gasoline-powered vehicle emits an average of 3.8 g/km less CO2 while a diesel vehicle emits around 2.65 g/km less. Franz-Josef KORTUM and Webasto AG Fahrzeugtechnik, Plaintiffs, v. WEBASTO SUNROOFS INC., a Delaware corporation, Defendant. For over 35 years Arizona Sun Tops has been the choice of new car dealers due to our outstanding service and quality. That is, WSI argues that (i) WAG did not submit a demand in conformity with the form and manner required by the statute, because the demand was not under oath; (ii) WAG's stated purpose is not factually bona fide, because given the volume and kinds of documents it has already received and because it has no present ability or intent to buy Magna's shares or sell its shares, WAG has no need to inspect WSI's books and records to value its investment. a full size composite frame electric sunroof packed with features including The true respondent is Magna, the other 50% stockholder that controls WSI on a day-to-day basis and that is presently embroiled in this dispute with WAG. pre-owned That evidence concerns activities that were not the subject of any protest by or dispute with Magna, until WAG filed the Section 273 dissolution action. Under any scenario WAG would have a need to value its investment to enable it to make an informed judgment about how much to bid for WSI's assets, or for Magna's WSI shares,24 or about the price at which WAG should sell its WSI shares. AFTERMARKET WEBASTO SOLAIRE MODEL 4300 SUNROOF GLASS PANEL FREE SHIPPING! Well take a look and remove the review if it doesnt follow our guidelines. In apparent recognition of the broad scope of a director's statutory inspection right, WSI (Magna) conceded in its response to the demand that Kortm, in his directorial capacity, was entitled to inspect all the documents described in his demand letter. $175.00. We still have some repair parts available. $230.00. All our sunroofs come with a 3-year warranty. switch, and one-touch electronic control. Together with our customers, we are actively shaping the mobility of today and tomorrow - with innovative roof systems for every need from autonomous driving to the convertible feeling. Maker Unknown Date 4/23/1981. Learn more about FindLaws newsletters, including our terms of use and privacy policy. 2. These functionalities are no longer only in demand in the premium segment, but increasingly also in large-volume vehicles in the small and medium class. Solaire 3200 (Sport Spoiler) is Once the shareholder demonstrates its entitlement to inspection, it must also show that the scope of the requested inspection is proper, i.e., that the books and records sought are essential and sufficient to the shareholder's stated purpose.14. for more details: http://www.skyroof.com/skyroofls.htm Tempered glass is made by heating and cooling a piece of standard glass in a tempering furnace. Fifth, and most important, on May 19, 1999, WAG filed an action in this Court under 8 Del. I am waiting delivery for my 2011 CC R Line. Posted on Jan 22, 2022. WEBASTO SOLAIRE 5300 AFTERMARKET PRE-OWNED SUNROOF GLASS PANEL S1598V5000AA; 1597WA0100AB. soft-touch electronic control. WAG and Magna each owns 50% of the equity of WSI, and each stockholder designates three of WSI's six directors. Nor is it reasonable to condition Kortm's inspection upon an undertaking not to disclose to WAG any information gleaned from the document inspection. outside frame. Sunroofs are particularly susceptible to leakage because most are actually meant to leak by design. Discontinued Book. The Fora platform includes forum software by XenForo. For over 20 years Webasto has been providing students with warmth and school districts with pre-conditioned engine and exhaust systems. Webasto Technology for Aftermarket Applications As an global innovative systems partner, Webasto supplies almost all automobile manufacturers with panorama, sunroofs and convertible roofs, thermo systems and charging solutions together with battery systems for installation as original equipment in vehicles. lighted switch and full wrap interior. Moreover, Magna's claim that WAG is engaged in a campaign to compete with, and thereby harm, WSI, is undercut by the fact that WAG's 50% stock interest in WSI represents 20% of WAG's revenues and 25% of its profits. Yes Low profile ( plus VAT and post & packing ) Clio 2 Sunroof Seal - 34.35. Retail prices range from $525 to $995 when professionally . 28. Determining If You're Affected: The most recognizable components of the sunroofs affected are the switches and presence of a Webasto logo on the sunshade handle. Accordingly, it becomes unnecessary to, and I therefore do not, reach the issue of whether the documents described in the demand are essential and sufficient to WAG's purpose. In this case, however, the evidence demonstrates the propriety of WAG's purpose with or without a presumption. Third, WAG is currently distributing and selling sunroof products (including lamella sunroofs) in North America. Such activities may threaten competition with Magna, but not necessarily with WSI. The demand embraces all WSI books and records, including, but not limited to, the following nine categories: (1) all sales records underlying WSI's audited financial statements; (2) all documents reflecting the nature and value of WSI's assets, including, but not limited to, accounts receivable, inventories of finished goods, raw materials and work in progress, records of WSI property, plant and equipment holdings, records of cash on hand, cash equivalents and other investments, and records of any other WSI assets; (3) records of all WSI obligations and liabilities; (4) all supply contracts, tooling contracts or any other WSI contracts with third-party vendors and/or related entities; (6) all sales projections and/or business plans prepared or reviewed by WSI management; (7) any other financial records of WSI; (8) all information concerning employees of WSI, including, but not limited to, employment contracts, any employee benefit plans or other individual benefit plans, stock option plans, etc. The protective function of Webastos ProTec Glass enables the use of very thin (less than 3 millimeters) glass, making the panes lighter than other counterparts. We will get in touch with you in a timely manner. Webasto offers cutting-edge solutions to improve aftertreatment performance, reduce idle-time, reduce fuel consumption and reduce engine maintenance by pre-conditioning the engine prior to starting the main power unit. Co., aff'd, Del.Supr., 681 A.2d 1026, 1035 (1996) (citing Helmsman). Because I find that WAG's stated (valuation) purpose is bona fide, and determine the scope-of-inspection question on that basis, I do not reach or consider the issue relating to WAG's second purpose. Reserved updated 2/22. WSI (Magna) concedes that [t]hrough its designees on the board, WAG participates in decision making regarding the operation, strategy and financial condition of WSI. Def. Features DONMAR SKYROOF Spoiler Sunroofs are backed eeaadd. mechanism provides a larger percentage opening than many other models. Classifications Documentary Artifact. As this Court stated in Helmsman Management Services, Inc. v. A & S Consultants, Inc.:26. size electric sunroof with a luxurious hard panel retractable sunshade. With a Webasto sunroof, you experience every trip with all your senses. Event Series Spoiler sunroofs are backed by a Accordingly, Mr. Kortm's inspection rights shall be unrestricted, except for the self-imposed restriction that no information derived from the inspection will be shared with Hollandia. Corp., Del. Magna also reserved the right to decide what documents Kortm could copy. Best Sunroof Cars in India Price, Mileage, Specifications,. Webasto Car Sunroofs Delhi A Clear View of the Sky H100 POP-UP MANUAL SUNROOF H300 NSG TROPIC SUNROOF. Drivers and passengers (Front and Back) can enjoy. interior, a retractable hard panel sunshade and one-touch electronic control. The Delaware corporation that is the subject of this dispute is Webasto Sunroofs, Inc. (WSI), a company that is engaged in the business of manufacturing, marketing, selling, and distributing sunroofs to the automotive industry in North America. 17171, Petition for Discontinuance of Corporation and Plan of Distribution; See DX 21. As for the remaining arguments I conclude that for the same reasons they do not defeat WAG's entitlement to inspection, those arguments also should not operate to limit or restrict the scope of WAG's inspection. a perfect fit to replace faulty factory units. Sunroofs can leak in a number of places. Please note that we do not offer retrofit roof systems for end customers. Although WSI (Magna) conceded Kortm's entitlement to inspect its books and records subject to the above conditions, in its post-trial brief WSI reneged on that concession by arguing that Kortm's stated purpose is not genuine and that his true purpose is both improper and adverse to WSI's interests. Those claims implicate separate rights that arise out of two distinct provisions of 220 of the Delaware General Corporation Law, provisions that impose different burdens of proof. Events Leading to the Demand for Inspection. On July 1, 1998, Magna's rights and responsibilities under the Management Agreement were assigned to a subsidiary, Atoma International Corp. (Atoma). At Webasto, innovation and tradition meet the highest quality standards. We use cookies to ensure that we give you the best experience on our website. Webasto Solaire With openable panoramic roofs from Webasto, drivers and passengers can enjoy the feeling of freedom on every journey. Shortly thereafter, while WAG was arranging with Magna to conduct the audit, WAG was told that Magna would not allow the audit to take place. In Re Webasto Sunroofs, Inc., Del. Condition: Nos. The advanced technology and design allow for individual freedom. The build-up of competence in glass production opens up many new possibilities for us, for example in the areas of switchable glazing, ambient lighting or solar roofs. WSI Answering Post-Trial Brief at 5. The second was WSI's 1998 year end reported profits of only $2.1 million-a 90% downward variance from the $21 million in profits that WSI had previously budgeted. Size 20x34. DONMAR offers a Keeping the future in the rear view mirror, Webasto is at the forefront in developing technologically advanced solutions. Except where otherwise stated, Magna and Cosma are referred to in this Opinion as Magna, and any references to Magna include Cosma. Op. PU foam encapsulation is a special bonding method using adhesive and filler that gives the visible surface a high-quality and visually appealing finish. Webasto, Hollandia, The seal between the glass and frame may delaminate and let go, or the sunroofs clips or mechanisms may hit and shatter the glass. Size 20x33. Sizes listed are nominal Its customers expect this just as much as Webasto does. Our dealers build enthusiasm and maintain customer relationships. Discontinued 2009 - no I perceive no reason why Kortm would object to such a condition, so long as the nondisclosure obligation does not include WAG or its representatives. lighted switch and full wrap interior. The factual summary narrated in this portion of the Opinion is not intended to be exhaustive. Until 1998 the two co-venturers' relationship was more or less harmonious. C. 220. at 5. Sponsored Health Plan/Federal Transparency & Coverage Rule - U.S. WSI does not explain, however, how Kortm, or for that matter any WSI director, can make informed decisions on such critical matters without access to WSI's corporate books and records. 3. Ch., C.A. When Webasto roof modules leave the production line, they still have a long way to go before reaching customers, but Webasto leaves nothing to chance. Series 20. Polycarbonate is an excellent alternative to glass. Webasto solutions ensure a comfortable working climate both in the interior and cargo space, even without the engine running. Webasto Series 20 Marine Sunroof. See, e.g., CM & M Group, Inc. v. Carroll, Del.Supr., 453 A.2d 788, 792-93 (1982); Helmsman Management, 525 A.2d at 165; Ostrow v. Bonney Forge Corp., Del. 8. From large-area panorama roofs with versatile additional features, and classic sunroofs through to convertible roofs - we have the right solution for every vehicle range and model. Because Magna has not shown any risk that Kortm intends to disclose the information to anyone other than WAG, however, it must be presumed that Kortm, as a fiduciary of WSI, will not disclose WSI's proprietary or confidential information to such third parties. To detect obstacles, road users and hazards in all weather conditions, a set of different sensors as well as sensor availability systems are integrated at several positions in the roof. The market leader offers a suitable sunroof for every vehicle type and model: Webasto offers body-color sunroofs made of various materials, for instance polyurethane composites. FUNSPORT Funsport N-Body*. This action is brought by a director and a 50% stockholder of a joint venture Delaware corporation to inspect the corporation's books and records under 8 Del. Webasto spoiler sunroofs are designed to fit quickly into nearly any vehicle. The material weighs 50 percent less than steel and offers 3D formability, distinctive acoustic and heat-insulating qualities. (Apr. The relationship between those two stockholders is antagonistic, and one of them (WAG) has filed a petition under Section 273 to dissolve the corporation. The second page of the notarization recites: I hereby certify that this document was signed in my Presence by Mr. Franz-Josef Kortm, of Kraillinger Strae 5, D-82131 Stockdorf, identified by his official identity card18, On its face the quoted acknowledgment appears to conform to the requirement that the demand be under oath. I also conclude that Kortm is entitled to inspect all of the document categories described in the demand, and may disclose those documents to WAG, subject to certain conditions. Magna (WSI) responds that the demand letter, and this action, are simply a part of WAG's exit strategy from the joint venture, and a strategem to enable WAG to obtain sensitive information that WAG will use competitively to WSI's disadvantage. WEBASTO HOLLANDIA PRE-OWNED 310L 311L 312L 320L 321L 322L SUNROOF GLASS 33S3LR4124. Br. First, WAG acquired and operates Hollandia Sunroofs, Inc. (Hollandia), which markets and distributes sunroofs in the aftermarket industry in the United States. What is this? (X-48 Spoiler) is a leading edge, Venus solar privacy glass, self-deploy wind deflector, lighted Webasto Series 20 Marine Sunroof. I conclude that the original demand, while not in the customary form, satisfied the requirements of 220(b). The company produces in the market for the market and works primarily with suppliers in the respective regions. We are based in Lewes - East Sussex - United Kingdom and have been fitting the Tudor Webasto since 1969. Webasto 40 Inch Marine Sunroof. Send us a message via our contact form and we will get in touch with you. Op. Ans. Legally, Magna is bound by its concession concerning Kortm's inspection entitlement, and cannot now be heard to repudiate it. dark grey HP tint; dot matrix print. Lighting elements are integrated into the guide rails of the roof system, and colors and patterns can be selected and combined individually, so no two solutions are alike. 7. 4. WEBASTO 300 MEDIUM TOP SLIDER PRE-OWNED AFTERMARKET SUNROOF GLASS PANEL 3395300A. This action involves two separate inspection claims: Kortm's claim for inspection in his capacity as a WSI director, and WAG's claim for inspection as one of WSI's two 50% stockholders. Add To Cart. 15x30. On May 31, 1999, two weeks after WAG filed the Section 273 action, Mr. Kortm sent a letter to WSI, pursuant to 220, in both his capacities as a director of WSI and as Chairman of WAG, demanding to inspect WSI's books and records. At the touch of a button, the glass cover either darkens or becomes transparent again. See e.g., E.L. Bruce Co. v. State ex. The second issue is whether the plaintiff stockholder's stated purpose for inspection is bona fide, and if so, whether the scope of inspection relief should be limited because of the possibility of conflicting interests between that 50% stockholder and the corporation. 1. Much has happened in the solar industry since then, and Webasto has made technical advances to its solar roofs. We only use agent-approved parts. That letter was hand delivered at a meeting between Magna and WAG representatives held in Munich, Germany, in February, 1999. Indeed, at the February 22, 1999 meeting in Munich, WAG expressed an interest in purchasing Magna's 50% interest in WSI. Accordingly, the only real issue to be decided in connection with Kortm's inspection right is whether that right is properly subjected to one or more of the conditions that WSI (Magna) seeks to impose. Two full-featured electronic packages to position the glass in any desired configuration. No. With the most innovative technologies, our roof system becomes an attractive design element that constantly sets new standards for comfort. Was: $299.99. 4. Components have to withstand long periods of stress, humidity and temperature changes without issue before they are handed over to the customer and used on the road. is a deluxe version, witha soft-touch module which features express See Hintmann v. Fred Weber, Inc., Del. We are out of stock. Sunroof Manufacturer Part Number: WEBASTO SOLAIRE MODEL 4300 Other Part Number: 1597-W-0100A-B Fitment Type: Direct Replacement Brand: WEBASTO UPC: Does not apply Forest Drive Parts 99.5%Positive Feedback 27K Items sold Visit store Contact "Aftermarket Webasto Solaire Model 4300 Sunroof Glass P." I conclude, in this post-trial Opinion, that (1) the plaintiff-director's inspection rights should be unrestricted, and (2) that the plaintiff-stockholder, whose purpose for seeking inspection is bona fide, should have the same inspection rights as its director-designee, but subject to certain limiting conditions applicable to both plaintiffs. an entry level electric sunroof in a compact size. PX 6. H322L (Emerald D) For the same reasons that Kortm may not disclose information obtained from the inspection to Hollandia; any other officers, directors, employees or agents of WAG who receive access to such information shall be similarly prohibited. During the trial I found that the argument had no merit. If you have any further questions about our individual solutions for OEMs, please feel free to contact us. Read top news about our products and get deep insights into our roof development, production or the different applications of our roof packs. No. and. 27. Webasto is characterized by its state-of-the-art materials, technologies and processes, high quality standards, and the expertise of its employees. WSI (Magna) argues that these decisions warrant restrictions on Kortm's choice of agents, but in those cases the agents themselves had conflicts of interest and were actively pursuing activities hostile to the corporation, i.e., a law firm representing individuals who were suing the company and a third party, not otherwise entitled to receive information, actively involved with the company, respectively.

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