Delaware Chancery Denies Centurion’s Motion for Supplemental Briefing in Indemnification Dispute

Vice Chancellor Meghan A. Adams rejected Centurion’s request, which came after the company replaced its legal team with Richards, Layton & Finger, P.A. The court found that Centurion was seeking a "do-over" rather than presenting new arguments, noting that the buyer had already had a "more than fair opportunity" to advance its positions during a nearly 90-minute oral argument in February 2026.

The underlying litigation stems from Centurion’s acquisition of MHM Services Inc., a correctional healthcare subsidiary of Centene. The parties are locked in a dispute over whether Centene is entitled to indemnification for fees and costs arising from post-closing medical malpractice claims related to pre-closing conduct by MHM.

Centurion argued that Delaware’s "strong public policy favoring resolution of cases on their merits" justified allowing additional briefing to ensure the court considered "as robust a record as is possible."

Adams rejected that framing, writing that the public policy preference for merits-based resolutions "is not intended, however, to be used as a reset button or safety net."

The court noted that Centurion’s proposed supplemental briefing focused on three areas it claimed were previously unaddressed: the commercial realities of captive reinsurance arrangements, the offset of indemnifiable losses by $17 million in pre-paid premiums, and the interpretation of a section of the stock purchase agreement regarding the termination of reinsurance obligations.

Adams found that Centurion had already presented these arguments in prior filings and during oral argument. The court observed that Centurion had even provided financial statements showing the accounting impacts of pre-paid insurance under the reinsurance arrangement at issue.

"Centurion does not wish to present new arguments in supplemental briefing," Adams wrote. "Centurion rather seeks to clarify its positions or relitigate issues already adequately addressed by the Parties."

The court also rejected Centurion’s assertion that Centene would suffer no prejudice from the additional briefing because the case involves only money damages. Adams noted that Centurion had already filed its own complaint and answers to Centene’s filings, and that requiring Centene to incur further costs to address recycled arguments would be prejudicial.

Centene and Centurion filed cross-actions in June and July 2025, which the court coordinated in August. Centene filed a motion for partial judgment on the pleadings in August 2025, which the court heard in February 2026.