Centene Corporation v. Centurion Equity Inc & Centurion Equity v. Centene Corporation

── Centene Corporation v. Centurion Equity Inc & Centurion Equity v. Centene Corporation ── Court: Court of Chancery of Delaware Date: May 12, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE MEGHAN A. ADAMS LEONARD L. WILLIAMS JUSTICE CENTER JUDGE 500 N. KING STREET, SUITE 10400 WILMINGTON, DELAWARE 19801 (302) 255-0634 May 12, 2026 Re: Centene Corporation v. Centurion Equity, Inc., C.A. No. 2025-0619-MAA Centurion Equity, Inc. v. Centene Corporation, C.A. No. 2025-0802-MAA Counsel: The Court has received Centurion Equity, Inc.’s (“Centurion”) Motion for Leave to File Supplemental Briefing (the “Motion”) and Centene Corporation’s (“Centene”) opposition to the Motion. For the following reasons, Centurion’s Motion is DENIED. Background Before addressing the merits of Centurion’s Motion, the Motion must be placed in context. The underlying disputes in this case arise from the sale of Centene’s former subsidiary—MHM Services, Inc. (“MHM”)—to Centurion.1 MHM is a correctional healthcare business subject to high volumes of medical malpractice suits.2 Prior to the sale of MHM, Centene provided MHM medical malpractice insurance through Health Net Life Reinsurance Company (“HealthNet”)—a wholly-owned indirect subsidiary of Centene.3 HealthNet provided MHM with insurance coverage through reinsurance arrangements.4 HealthNet agreed to indemnify commercial insurers for liabilities assumed under applicable policies.5 HealthNet also agreed to indemnify these 1 (2025-0619-MAA) D.I. 1 [“Centene Compl.”] ¶ 2; (2025-0802-MAA) D.I. 1 [“Centurion Compl.”] ¶ 4. 2 Centene Compl. ¶¶ 13, 19; Centurion Compl. ¶ 4. 3 Centene Compl. ¶¶ 14, 19-20; Centurion Compl. ¶ 3. 4 Centene Compl. ¶ 19. 5 Id. ¶ 20. insurers for costs (related to covered medical malpractice claims) exceeding the retention amounts set forth in the applicable policies.6 HealthNet continues to incur fees and costs, which arise from post-closing claims concerning pre-closing MHM conduct, under this arrangement.7 One of the Parties’ underlying disputes, and the dispute most relevant to this Motion, is whether Centene, pursuant to the Stock Purchase Agreement (“SPA”), is entitled to indemnification for these fees and costs.8 The Parties’ disagreement over Centene’s entitlement to indemnification led, in part, to both Parties filing actions in the Court of Chancery. Centene filed an action on June 3, 2025,9 while Centurion filed a separate action on July 10, 2025.10 Centurion filed an answer to Centene’s complaint on July 14, 2025.11 Centene filed an answer to Centurion’s complaint on August 4, 2025.12 The Court ordered both actions be coordinated together on August 17, 2025.13 On August 18, 2025, Centene filed its Motion for Partial Judgment on the Pleadings.14 Centurion subsequently filed an answer, which Centene addressed in a reply.15 On February 12, 2026, the Court heard oral argument on Centene’s Motion for Partial Judgement on the Pleadings.16 The hearing lasted nearly ninety minutes and both sides were afforded as much time as they desired to present arguments. 17 Centurion was represented by counsel from Hirsch & Westheimer, P.C. and Cole Schotz, P.C.18 On March 20, 2026, the Court received a Stipulation and [Proposed] Order for Substitution of Counsel (the “Substitution of Counsel”).19 The Substitution of Counsel indicated counsel from Cole Schotz, P.C. was withdrawing appearance on behalf of Centurion.20 The Substitution of Counsel also indicated counsel from 6 Id. 7 Id. ¶ 46. 8 Centene Compl. ¶ 46; Centurion Compl. ¶ 6. 9 Centene Compl. 10 Centurion Compl. 11 (2025-0619-MAA) D.I. 7. 12 (2025-0802-MAA) D.I. 8. 13