Trenwick’s 1999 annual report, it also liberally refers to the “public records,”56 and the
“books” of Trenwick and Trenwick America.57
In this case, it was critical for me to review those documents simply to be able to
have any understanding of the Litigation Trust’s claims in the complaint. To state a
claim, a plaintiff ought to have to articulate a story that is comprehensible. Here, that
was not done. In order to ensure fairness to the Litigation Trust, as well as the
defendants, I reviewed the disclosures incorporated in the complaint so that I could
establish a coherent framework for the evaluation of the complaint.58 That review does
not involve the consideration of a competing version of events, but simply of context that
enabled me to understand the Litigation Trust’s assertions. To that point, it also is
evident that the Litigation Trust relied heavily on these referenced documents in crafting
the complaint, and has drawn its own, less than clear, recitation of the facts from them.
In the end, I do not draw any facts from them that contradict the facts pled in the
complaint, but the documents admittedly make the cursory nature of the complaint and its
failure to plead facts, rather than conclusory allegations, more patent.
III. Legal Analysis
With the factual background and procedural framework in mind, I now turn to an
evaluation of the viability of the complaint. That evaluation will proceed in this order.
56 57 58
, Comp. ¶ 90.
, 747 A.2d 1098, 1121 n.72 (Del. Ch. 1999) (“[I]t is well
settled that where certain facts are not specifically alleged (or in dispute) a Court may take
judicial notice of facts publicly available in filings with the SEC.”) (citations omitted).