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UnitedHealth Group, Inc. v. Wilmington Trust Co.

548 F.3d 1124 (2008)

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UnitedHealth Group, Inc. v. Wilmington Trust Co.

United States Court of Appeals for the Eighth Circuit
548 F.3d 1124 (2008)

Facts

UnitedHealth Group, Inc. (UHG) (plaintiff) issued $850 million in notes pursuant to an indenture under which Wilmington Trust Co. (defendant) was the trustee. UHG was required by law to make periodic financial filings with the Securities and Exchange Commission (SEC). The trust indenture also included a provision stating that UHG was required to send copies of the SEC filings to Wilmington Trust within 15 days of filing. UHG was late in filing its second-quarter form 10-Q. This triggered a requirement to submit a 12b-25 notification of late filing. UHG filed the 12b-25 with the SEC in a timely manner and forwarded a copy to Wilmington Trust within 15 days. However, a group of noteholders sent a notice of default to UHG, asserting that UHG’s failure to file a timely 10-Q constituted a breach of the indenture provision regarding SEC filings. UHG brought an action in federal district court, seeking a declaratory judgment that no violation of the indenture had occurred. Wilmington Trust counterclaimed for breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of the Trust Indenture Act of 1939. The court granted summary judgment in favor of UHG. Wilmington appealed. The United States Court of Appeals for the Eighth Circuit granted certiorari.

Rule of Law

Issue

Holding and Reasoning (Murphy, J.)

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