Mikhail Gorodetskiy v. Honeywell International Inc.

── Mikhail Gorodetskiy v. Honeywell International Inc. ── Court: Court of Chancery of Delaware Date: April 22, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE LOREN MITCHELL LEONARD L. WILLIAMS JUSTICE CENTER MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734 Date Submitted: February 3, 2026 Date Decided: April 22, 2026 Samuel T. Hirzel, II, Esquire Mathew W. Murphy, Esquire Elizabeth A. DeFelice, Esquire Kaitlyn R. Zavatsky, Esquire Catherine E. Lynch, Esquire Richards, Layton & Finger, P.A. Heyman Enerio Gattuso & Hirzel LLP 920 North King Street 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Wilmington, DE 19801 Re: Mikhail Gorodetskiy v. Honeywell International Inc., C.A. No. 2025-1085-LM Dear Counsel: This letter resolves the pending motion for default judgment, motion to dismiss, and motion for summary judgment. At the heart of these motions, is whether the Plaintiff, Mikhail Gorodetskiy, is entitled to advancement of legal expenses under the Certificate of Incorporation. For reasons further explained in this letter, I find the Plaintiff failed to satisfy the contractual prerequisites governing such claims and is therefore not entitled to advancement of legal expenses. Defendant’s motion to dismiss is, therefore, granted. Plaintiff’s motions for summary judgment and default judgment are denied, and Plaintiff is not entitled to fees-on-fees. This is my final report. Mikhail Gorodetskiy v. Honeywell International Inc. C.A. No. 2025-1085-LM April 22, 2026 Page 2 of 20 I. FACTUAL BACKGROUND Mikhail Gorodetskiy (“Plaintiff”) is the former Chief Executive Officer (“CEO”) of LLC UOP or OOO UOP (hereinafter “LLC UOP”), which is an indirect Russian subsidiary affiliated with Honeywell International Inc. (“Defendant”).1 Plaintiff served in that role for several years and continued to act as CEO through mid-2022.2 In February and March of 2022, following Russia’s invasion of Ukraine, Defendant suspended and ultimately wound down its business operations in Russia, including those of LLC UOP.3 LLC UOP was dropped from email correspondence and removed from Defendant’s corporate intranet and all other internal systems.4 Plaintiff’s employment formally ended in June 2022. 5 Before his departure, Plaintiff sought clarity on Defendant’s indemnification policies.6 Defendant responded by issuing a letter confirming that its indemnification policies would continue to apply to Plaintiff even after his 1 Docket Item (“D.I.”) 1 ¶ 2. 2 D.I. 1 ¶ 2. 3 D.I. 1 ¶ 18; D.I. 15 at 2. 4 D.I. 1 ¶ 18. 5 D.I. 1 ¶ 2. 6 D.I. 1 ¶ 6; D.I. 15 at 2. Mikhail Gorodetskiy v. Honeywell International Inc. C.A. No. 2025-1085-LM April 22, 2026 Page 3 of 20 employment ceased (the “Letter of Indemnity”). 7 The Letter of Indemnity explained that those rights arise under Article Eleventh of Defendant’s Certificate of Incorporation, which governs indemnification and advancement and sets forth the procedures by which an indemnitee may seek advancement of expenses. 8 Due to Defendant’s cessation of its business operations in Russia and LLC UOP’s removal from Defendant’s internal system, LLC UOP was left unable to fulfill its contractual obligations, leading to significant liabilities. 9 In August 2023, a Russian commercial court declared LLC UOP insolvent and appointed Anna Alekseevna Logacheva (“Logacheva” or the “Insolvency Administrator”) as the insolvency administrator, who then initiated proceedings against Plaintiff.10 The Insolvency Administrator brought various claims a