Techno-X USA Inc. v. Spartan Forge LLC et al.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
TECHNO-X USA INC.,
Plaintiff/Counterclaim-
Defendant,
v.
SPARTAN FORGE LLC, and WILLIAM
J. THOMPSON,
Defendants/
Counterclaim-Plaintiffs,
v.
VOSKER CORPORATION, and JIMMY
ANGERS,
Counterclaim-
Defendants.
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C.A. No. 2024-1313-LWW
MEMORANDUM OPINION
Date Submitted: July 8, 2026
Date Decided: October 15, 2026
David E. Wilks, Scott B. Czerwonka & Matthew C. Conover, WILKS LAW, LLC,
Wilmington, Delaware; Counsel for Techno-X USA Inc., Vosker Corporation, and
Jimmy Angers
Richard L. Renck & Michael B. Gonen, DUANE MORRIS LLP, Wilmington,
Delaware; Lewis Rhodes, RESTON LAW GROUP, LLP, Reston, Virginia; Counsel
for Spartan Forge LLC and William J. Thompson
WILL, Vice Chancellor

1
Techno-X USA Inc. invested in Spartan Forge LLC as part of a partnership
between Spartan Forge and Techno-X’s parent, Vosker Corporation. They planned
to combine Spartan Forge’s predictive hunting software with Vosker’s trail camera
technology. Their agreements granted Techno-X a minority equity interest,
exclusivity and governance protections, and defined paths to acquire Spartan Forge.
While accepting Techno-X’s capital, Spartan Forge’s managing member
secretly negotiated an asset sale to Vosker’s main competitor. He pursued that sale
without the required approvals while putting off the completion of a services
agreement with Vosker. Spartan Forge’s cofounders devised a plan to shed
Techno-X as an investor. Spartan Forge provoked pretextual contractual defaults to
terminate Techno-X’s membership and forcibly redeem its units. Techno-X sued.
In the first phase of this bifurcated proceeding, I find that Spartan Forge
breached the exclusivity and consent provisions in the parties’ agreements and that
its managing member breached a budget-reporting obligation. I also conclude that
Spartan Forge lacked valid grounds to terminate Techno-X’s membership. As relief,
I award nominal damages, declare the termination and redemption invalid, and
restore Techno-X’s membership and governance rights. To ensure this relief is not
illusory, I equitably extend certain contractual deadlines. But I decline to grant
additional exclusivity, a permanent injunction, or fee shifting. The remaining
counterclaims await the second phase of this proceeding.

2
I. BACKGROUND
The following facts were stipulated to by the parties or proven by a
preponderance of the evidence at trial.1
A. Vosker and its Industry
Vosker Corporation is a Canadian entity headquartered in Quebec that
provides surveillance and monitoring solutions in the hunting and wildlife space.2 It
was founded in 2018 by brothers Jimmy Angers (“Angers”) and Danny Angers,
along with industry veteran Yan Gagnon—the founder of trail camera company
SpyPoint.3 Angers currently serves as Vosker’s President and Chief Executive
Officer.4
Vosker operates through several wholly owned subsidiaries, including
Techno-X USA Inc.—a Delaware corporation created to facilitate Vosker’s business
1 See Joint Pre-trial Stipulation and Order (Dkt. 168) (“PTO”). Trial occurred over two
days, during which five fact witnesses testified live. Trial testimony is cited as “[Name]
Tr.” See Apr. 15-16 Trial Trs. (Dkts. 182-84). The trial record contains 827 joint exhibits,
including six deposition transcripts. Exhibits are cited by the numbers provided on the
parties’ joint exhibit list as “JX __,” unless otherwise defined. See Ex. A to Joint Pre-trial
Stipulation and Order (Dkt. 168) (Joint Ex. List). Pincites are to the joint exhibit
pagination. Exhibits lacking internal pagination are cited by the last four digits of their
Bates stamps. Deposition transcripts are cited as “[Name] Dep.” See Notice of Lodging of
Deps. (Dkt. 177).
2 PTO ¶¶ 30, 37; Angers Tr. 14-15 (describing Vosker’s product lines, which are comprised
of both “physical cameras” and its “software”).
3 Angers Tr. 8. In 2019, the founders “incorporated [the] SpyPoint brand under Vosker.”
Id. at 10.
4 Id. at 10.

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in the United States.5 Techno-X was used to “make the investment” at issue in this
litigation.6
Vosker operates within a “very competitive,” “mature” market.7 It is one of
four principal players in the remote area monitoring and hunting camera industry,
alongside Plastic Research and Development Corporation (“PRADCO”)’s Moultrie
brand.8 To keep pace, Vosker constantly strives to innovate its products.9
B. The Early Partnership
Vosker identified Spartan Forge LLC as a potential business partner in late
2021.10 Spartan Forge is a Delaware limited liability company that develops
technology for the “outdoor activities market,” founded by William J. Thompson
and Ted Lavon Belser II.11 Vosker hoped to combine Spartan Forge’s predictive
software, which forecast “when” animals would move, with field data from Vosker’s
SpyPoint cameras showing “where” the animals were located.12
5 PTO ¶ 29; Angers Tr. 10.
6 Angers Tr. 10-11.
7 Id. at 21-22.
8 Id. at 22-23; PTO ¶ 35. PRADCO is an Arkansas corporation that operates brands
including Pradco Outdoors, Moultrie Mobile, and Moultrie Products. PTO ¶ 35.
9 Angers Tr. 22.
10 Id. at 24; PTO ¶¶ 38, 39.
11 PTO ¶¶ 32-34.
12 Angers Tr. 24-26; Belser Tr. 488-90.

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An integrated product promised Vosker a competitive edge in a saturated
market and an improved user experience.13 Although Vosker contemplated building
a similar product internally, it felt that a partnership with Spartan Forge would be a
“better and faster” option.14 Spartan Forge also stood to benefit from the partnership,
which would offer it access to Vosker’s “large user base,” “large number of
cameras,” and “large amount of data.”15 The partnership also gave Spartan Forge
the potential for a liquidity event.16
The parties first explored a partnership through a licensing arrangement.17
Spartan Forge granted Vosker an exclusive, worldwide license to use data extracted
from its predictive software in exchange for $150,000 upfront, plus monthly
payments of $45,000.18 The agreement barred Spartan Forge from engaging with
Vosker competitors.19
After the license agreement expired in March 2023, Vosker and Spartan Forge
began to discuss a larger-scale strategic investment.20 In September 2023, they
13 Angers Tr. 24-26.
14 Rousseau Tr. 472-73.
15 Belser Tr. 498; see Thompson Tr. 594-95, 616-17.
16 Angers Tr. 295; Laaboudi Tr. 309-10.
17 Laaboudi Tr. 308-09.
18 PTO ¶ 39.
19 JX 12 § 9.3.
20 PTO ¶ 41.

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executed a non-binding indication of interest contemplating that Vosker would
acquire a significant equity stake in Spartan Forge.21 In January 2024, they executed
a term sheet that conditioned closing on the negotiation of definitive agreements.22
Negotiations continued, culminating in an Updated Binding Term Sheet (the
“Term Sheet”) signed on March 8, 2024.23 Among the Term Sheet’s binding
provisions was an “Exclusivity; Restriction of Business” clause (the “Exclusivity
Provision”).24 This provision required that, for 12 months, Spartan Forge would not,
without Techno-X’s prior consent, “solicit, initiate or participate in any discussions
or negotiations with,” “encourage or respond to any inquiries or proposals by,” or
“enter into any agreement” with a third party concerning the sale or disposition of
Spartan Forge’s equity or material assets.25 The Term Sheet separately barred
Spartan Forge from providing services or selling products to any Vosker
competitor.26 The Term Sheet was structured to protect Vosker’s interests while
21 JX 92; PTO ¶¶ 42-43.
22 PTO ¶¶ 44-45.
23 Id. ¶¶ 46-48; JX 252 (“Term Sheet”).
24 Term Sheet 4.
25 Id.; PTO ¶ 50.
26 Term Sheet 4.

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incentivizing the parties to increase Spartan Forge’s value in anticipation of a future
acquisition.27
On May 17, 2024, the parties—both advised by counsel—executed a Second
Amended and Restated Operating Agreement for Spartan Forge (the “LLC
Agreement”).28 Techno-X agreed to make capital contributions to Spartan Forge in
exchange for Series A Preferred Units representing an initial 6% minority equity
interest.29 Techno-X was to make an initial capital contribution of $500,000 at
closing, plus 15 monthly payments of $70,666.66 that would allow Techno-X to
increase its stake to 12% over time.30
The LLC Agreement outlined two potential paths for Techno-X to acquire
Spartan Forge.31 The first was a “Majority Right to Purchase,” under which
Techno-X had the right to acquire a total 60% interest in Spartan Forge, inclusive of
units previously acquired, at a $15.6 million valuation “within twelve (12) months
from the date” any Spartan Forge equity “w[as] first issued” to Techno-X.32 The
27 Belser Tr. 542-44; Thompson Tr. 612-13; Laaboudi Tr. 407.
28 PTO ¶ 52; JX 330 (“LLC Agreement”); Laaboudi Tr. 333; Angers Tr. 211; Term Sheet 1.
29 PTO ¶ 53; LLC Agreement sched. A. Techno-X was referred to as the “Investor” and
Spartan Forge as the “Company” in the LLC Agreement. See LLC Agreement, Recitals.
30 LLC Agreement sched. A; PTO ¶ 53; Angers Tr. 77-79; Term Sheet 1; Laaboudi Tr.
331-33.
31 LLC Agreement § 9.8.
32 Id.; Thompson Tr. 665.

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second was a “Global Right to Purchase,” which gave Techno-X “an exclusive right,
at its own discretion, to acquire” Spartan Forge at a 15% discount for 120 days after
receipt of an external company valuation.33 Both purchase rights were conditioned
on executing a separate services agreement addressing technical integration within
60 days.34
The LLC Agreement gave Techno-X various decisional and information
rights, including the right to receive reports and financial statements at regular
intervals and consent rights concerning certain “Major Decisions.”35 The authority
of Thompson, who served as Spartan Forge’s Managing Member, was circumscribed
by these consent rights.36 Techno-X gained the right to designate a member of
Spartan Forge’s three-member Board of Directors (the “Board”).37 Angers became
the Techno-X-designated member of the Board, joining Thompson and Belser.38
The LLC Agreement further required the parties to hold a quarterly
“Alignment Meeting” over the ensuing 24 months.39 The purpose of these meetings
33 LLC Agreement § 9.8; Angers Tr. 92-93, 211.
34 LLC Agreement § 9.8.
35 Id. §§ 7.2, 8.2.
36 Id. §§ 8.1(a), 8.2.
37 Id. § 8.4.
38 Id. § 8.4(a); PTO ¶¶ 33-34.
39 LLC Agreement § 9.9; Angers Tr. 94-95.

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was to “verify that [Spartan Forge] and [Techno-X] [we]re in alignment with their
business objectives.”40 The Alignment Meetings had to “include a review,
discussion and approval of the Company’s financial statements, budget, Board
meeting agenda, and quarterly strategic vision.”41
C. The Services Agreement Negotiations
The parties met in Brossard, Quebec, on June 13 and 14, 2024, to discuss
integration phases, Spartan Forge’s cash-flow position, the product roadmap, and
marketing strategies.42 Vosker asked that Spartan Forge provide its financial key
performance indicators to facilitate negotiations on the commercial terms of a
services agreement.43 Vosker anticipated that, once this information was provided,
a services agreement could be finalized in short order.44
After the meeting, Spartan Forge delayed.45 It took nearly a month for Spartan
Forge to give Vosker sufficient information for it to begin drafting a services
agreement.46 By that point, the LLC Agreement’s 60-day timeline for executing a
40 LLC Agreement § 9.9.
41 Id.
42 PTO ¶¶ 54, 56; Angers Tr. 95, 108-09.
43 Angers Tr. 96-97.
44 Id. at 97-98.
45 Id. at 260-63.
46 Id. at 97, 226.

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services agreement had nearly lapsed.47 The parties agreed to extend the deadline to
October 31, 2024.48
Between July and October, the parties negotiated the services agreement and
scheduled the first Alignment and Board meetings.49 In the interim, Vosker
undertook technical work to prepare for integration.50 The parties exchanged various
technical materials.51
On October 29, 2024, Vosker and Spartan Forge representatives met again to
discuss the services agreement and integration issues.52 During the meeting, they
resolved all outstanding issues concerning finalization of the services agreement.53
Still, Thompson refused to move forward with signing.54
D. The Undisclosed PRADCO Negotiations
Thompson’s refusal to execute the services agreement did not stem from
unresolved commercial terms. While Spartan Forge continued the services-
47 JX 396; JX 397; JX 459; JX 460.
48 PTO ¶ 57. An amendment to the LLC Agreement reflecting the extension was signed
on August 27, 2024. Id.
49 Id. ¶ 58.
50 Rousseau Tr. 475.
51 Id. at 475, 480-81.
52 PTO ¶ 61.
53 Laaboudi Tr. 352-53; Angers Tr. 140-41; PTO ¶ 61.
54 Laaboudi Tr. 352-53; Angers Tr. 140-41; PTO ¶ 61.

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agreement negotiations and received Techno-X’s capital contributions, Thompson
was secretly pursuing a potential transaction with Vosker’s “number one
competitor,” Moultrie.55
At the June 14 meeting in Quebec, Thompson told Angers that someone from
an unrelated company had offered to introduce Thompson to Moultrie.56 Angers,
understanding that Thompson had already responded to Moultrie’s outreach,
suggested that Thompson have “one call with them.”57 On June 17, Daniel Wilson—
Moultrie Mobile’s General Manager—contacted Thompson through LinkedIn.58
Thompson forwarded the message from Wilson to Angers the next day,
writing: “I can take this call and record if you want. Your call.”59 Angers responded:
“[N]o need to record. You can take the call, but please don’t say to[o] much from
your side. Ask questions to understand his needs.”60 Angers added that if prodded,
Thompson should invoke Spartan Forge’s non-disclosure agreements with Vosker
to avoid providing substantive information.61 Thompson replied, “[G]ot it.”62
55 Angers Tr. 8-9, 102-03; PTO ¶ 60.
56 Thompson Tr. 593.
57 Angers Tr. 101.
58 JX 366.
59 JX 367; JX 417 at 3; Angers Tr. 103-04.
60 JX 367.
61 Id.
62 Id.

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On August 2, Thompson sent Angers a LinkedIn message suggesting that they
“meet about [his] Moultrie discussion.”63 Angers referred Thompson to Khalil
Laaboudi, Vosker’s point person on the Spartan Forge transaction.64 Thompson
never gave the requested update.65
Instead, Thompson and PRADCO’s negotiations advanced. By August 22,
Spartan Forge had received two nonbinding term sheets and a non-disclosure
agreement from PRADCO.66 PRADCO proposed combining Spartan Forge’s
mapping and hunting technologies with Moultrie’s hardware system.67 Throughout
August, Thompson exchanged multiple communications with Wilson “to get a deal
done.”68 Thompson did not provide copies of—or disclose—these communications
or the draft term sheets to Vosker.69
63 JX 427.
64 JX 434; Angers Tr. 117-18 (explaining that Angers requested that Thompson share any
information he learned with Laaboudi because Thompson “was in constant
communication, business communication, with [Laaboudi]” during the transaction);
Laaboudi Tr. 305-08 (describing his role in the Spartan Forge transaction).
65 Angers Tr. 101, 106, 118; Thompson Tr. 631-32.
66 Thompson Tr. 633-37; JX 423; JX 463; JX 467.
67 JX 464; JX 465.
68 Thompson Tr. 635-37; JX 448.
69 Thompson Tr. 631-32, 634-35, 637. On September 4, Laaboudi asked Thompson for
“the Moultrie communication / invitation [Thompson] received.” JX 37 at 54. Thompson
responded: “He text[ed] me I can send a screen shot. Otherwise it’s been phone calls.” Id.
The screenshot he shared was a text from “EBSCO,” the parent-affiliate of PRADCO,
asking if Thompson “ha[d] a few minutes to connect any time tomorrow morning.” JX 40.
No additional context was provided.

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By October, the PRADCO transaction was well underway. On October 2,
Spartan Forge’s Belser and Thompson met with Moultrie’s Wilson to discuss what
PRADCO “would be willing to buy.”70 Twelve days later, PRADCO sent a revised
term sheet contemplating a $20 million asset purchase.71 Wilson wrote that the
“ultimate goal of the transaction” was to effectuate a “technical integration [of]
Moultrie” and Spartan Forge by summer 2025.72
On October 29—the same day Thompson refused to execute the proposed
services agreement with Techno-X—PRADCO sent a letter of intent to purchase
Spartan Forge’s assets for $20 million, with a target closing date of December 13.73
Thompson did not disclose the proposal to Vosker.74
In November and December, PRADCO undertook diligence of Spartan Forge
while exchanging drafts of an asset purchase agreement and discussing timing and
integration.75 On December 13, PRADCO circulated a revised letter of intent
contemplating an asset purchase agreement to be executed on December 16.76
70 Belser Tr. 562.
71 JX 541.
72 Id.
73 JX 569.
74 Thompson Tr. 640-41.
75 PTO ¶¶ 64, 66, 69.
76 Id. ¶ 70; JX 672 (“This letter . . . sets forth the terms and conditions upon which
[PRADCO] . . . proposes to acquire 100% of the assets constituting the entire business and

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Thompson believed that the PRADCO transaction was “on the doorstep” to
closing.77
E. The Manufactured Breach
As the PRADCO transaction progressed, Spartan Forge’s relationship with
Vosker deteriorated. Belser came to view Vosker as a “le[e]ch” on the business.78
He and Thompson took steps to sever the relationship.79
On October 16, Belser sent an email to Thompson titled “Declaration of
Independence from V[osker],” with the goal to “shed Vosker as an investor and sell
the company.”80 The email outlined three potential courses of action.81 The first
option was to demand that Techno-X schedule an Alignment Meeting as specified
by the LLC Agreement and declare an uncured breach when Techno-X inevitably
missed the ten-day deadline.82 The second option was to force Techno-X into a sale
enterprise of [Spartan Forge] . . . .”). Draft letters of intent and related documents had been
exchanged between October and December. See JX 569; JXs 620-21; JXs 654-55; JX 710.
77 Thompson Tr. 643.
78 Belser Tr. 541.
79 Id. at 566 (explaining that once the PRADCO transaction “took hold,” Spartan Forge
decided to sever ties with Vosker).
80 JX 555; JX 548; Belser Tr. 566-67.
81 JX 555.
82 Id.

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by invoking drag-along rights.83 And the third option was to persuade Techno-X to
voluntarily divest its Spartan Forge equity.84
Spartan Forge pursued the first option. On October 25, it sent a letter claiming
that Techno-X had failed to schedule a quarterly Alignment Meeting.85 It demanded
that a meeting be held within ten days “to avoid breach of contract.”86
The parties held an Alignment Meeting on November 7.87 The LLC
Agreement dictated that Spartan Forge’s financial statements, operating budget,
Board meeting agenda, and strategic vision be reviewed, discussed, and approved at
these meetings.88 But Spartan Forge sent no materials to Vosker ahead of time.89
Instead, Belser showed spreadsheets “live on Teams” that were outdated, contained
mismatched past entries, and lacked key information.90 Angers questioned why
projections for the upcoming months excluded Techno-X’s monthly capital
83 Id.
84 Id.
85 JX 567; PTO ¶ 59.
86 JX 567.
87 PTO ¶ 63.
88 LLC Agreement § 9.9.
89 Angers Tr. 152-53; Belser Tr. 567-68 (admitting that the documents were not provided
in advance of the meeting); see JX 830 (recording of the Alignment Meeting on Microsoft
Teams).
90 Angers Tr. 152-53.

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contributions to Spartan Forge.91 Belser responded that Spartan Forge did “not
intend to receive any more money.”92
Because the participants did not cover all required agenda items, Vosker’s
representatives attempted to schedule a follow-up discussion.93 Spartan Forge
deflected.94
On November 14, Thompson emailed Angers to say that the parties’
relationship had run its course.95 He proposed that Techno-X sell its membership
interest back to Spartan Forge at a $15.6 million valuation, with payment via a
promissory note repayable within six months.96 Techno-X declined.
F. The Notice of Termination
On November 20, Spartan Forge delivered a written notice of termination to
Techno-X, purporting to initiate the LLC Agreement’s process of terminating its
membership.97 It asserted that Techno-X breached its obligation to hold a quarterly
Alignment Meeting by failing to cover required agenda items, including the budget
91 Id. at 151-52.
92 Id. at 151.
93 JX 588; JX 593.
94 JX 615.
95 JX 597; PTO ¶ 67.
96 PTO ¶ 67.
97 JX 606; JX 607; PTO ¶ 68.

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and strategic vision.98 It further asserted that Techno-X had “caused material harm
to [Spartan Forge’s] financial prospects” through alleged actions and omissions of
Vosker and its representatives.99
Vosker’s in-house counsel responded on Techno-X’s behalf on November
29.100 She noted that the parties had reviewed the financial statements and budget at
the November 7 Alignment Meeting and attributed their inability to cover remaining
topics to Spartan Forge’s failure to provide materials in advance.101 She emphasized
that Techno-X’s offer to continue the meeting on another date “remained
unanswered.”102 Finally, she rejected the notion that the alleged conduct supplied
contractual grounds to terminate Techno-X’s membership.103
G. The December Meetings
On December 12, Thompson and Belser participated in a video meeting with
Vosker, which Belser recorded.104 Reading from a script, Thompson represented
that Spartan Forge had done “extremely well in sales” in 2024 and felt confident in
98 JX 607.
99 Id.
100 JX 614; JX 615; PTO ¶ 68.
101 JX 615.
102 Id.
103 Id.
104 JX 831.

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its “ability to sustain [itself].”105 He suggested that perhaps “in a year,” the parties
could discuss a 100% acquisition of Spartan Forge by Vosker.106
The next day, December 13—when PRADCO circulated its final letter of
intent—Spartan Forge noticed a special Board meeting for December 17 to discuss
“business matters.”107 At the December 17 meeting, Thompson presented the
proposed PRADCO transaction, describing its structure and the consents required
under the LLC Agreement.108 He proposed a Board vote to approve the transaction
in principle.109
This was the first time Angers—a Board member—had received notice of the
PRADCO transaction.110 He objected, expressing “shock[]” that Spartan Forge had
“negotiated a deal to sell all of its assets . . . to a [Vosker] competitor.” 111 Vosker’s
in-house counsel asked whether Spartan Forge had considered that the parties’
105 Id.; Thompson Tr. 654-55.
106 JX 831; Thompson Tr. 657.
107 JX 677; PTO ¶ 71.
108 JX 718; PTO ¶ 72; Angers Tr. 166.
109 PTO ¶ 73.
110 Angers Tr. 174.
111 JX 768 (“Despite having the opportunity to bring this transaction to our attention
multiple times before the Meeting . . . we were not informed about this transaction until
the Meeting. Moreover, the full Board was not consulted before pursuing such a
transaction or engaging in any negotiations in respect thereof, nor was the Board’s consent
obtained before engaging counsel and incurring other expenses in connection with such
negotiations. We are at a loss to understand how this process could unfold without any
notice to the Board and without the Board’s participation.”); PTO ¶ 74.

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agreements prohibited it from engaging with a Vosker competitor.112 The meeting
was adjourned until December 24.113 Spartan Forge sent the transaction documents
to Vosker shortly after the adjournment.114
H. This Litigation and Subsequent Events
Techno-X filed this lawsuit on December 18, 2024, seeking emergency relief
to enjoin Spartan Forge from carrying out the PRADCO transaction due to alleged
breaches of its rights under the LLC Agreement.115 On December 19, PRADCO
notified Spartan Forge that it no longer intended to pursue the transaction, mooting
Techno-X’s request for an injunction.116
On December 30, Spartan Forge answered and asserted counterclaims against
Techno-X, Angers, and Vosker for breach of contract, breach of fiduciary duty, and
tortious interference with contract.117 It also sought a declaratory judgment that it
had the right to trigger the LLC Agreement’s involuntary termination provision.118
112 JX 718.
113 PTO ¶ 74.
114 JXs 719-22; JX 733; Angers Tr. 174-75.
115 Verified Compl. (Dkt. 1).
116 Letter from Counsel (Dkt. 5); PTO ¶ 6.
117 Answer and Countercl. (Dkt. 21) ¶¶ 71-76, 82-91.
118 Id. ¶¶ 77-81.

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Techno-X amended its complaint on January 3, 2025.119 The operative
pleading advanced claims for breach of contract against Spartan Forge and
Thompson, and a tortious interference claim against PRADCO.120
While this litigation was pending, Spartan Forge took further steps to
consolidate its position. On February 11, it held a member meeting at which the
voting members approved resolutions purporting to amend the LLC Agreement to
confirm Thompson’s authority to negotiate with PRADCO.121 Techno-X
abstained.122 The next day, Techno-X moved for a temporary restraining order to
prevent the resolutions from being acted upon.123 I denied the motion because
PRADCO represented that it would not pursue a transaction before judicial relief
issued.124
On March 3, the parties cross-moved for partial summary judgment on certain
threshold legal issues.125
119 Verified Am. Compl. (Dkt. 24).
120 Id. ¶¶ 35-53.
121 PTO ¶ 12.
122 Id.
123 Id. ¶ 14; Pl.’s Second Mot. for a Temporary Restraining Order (Dkt. 58).
124 Order Denying Temporary Restraining Order (Dkt. 69); PTO ¶ 15.
125 See Defs.’ Opening Br. in Supp. of Mot. for Summ. J. (Dkt. 80); Pl.’s Cross-Mot.
Regarding Threshold Issues of Law (Dkt. 81).

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Several weeks later, on April 30, Spartan Forge purported to redeem
Techno-X’s membership interest.126
On June 9, I denied the defendants’ motion for summary judgment and largely
granted Techno-X’s cross-motion on threshold issues, holding that the binding
provisions (including the Exclusivity Provision) of the Term Sheet survived and
were not extinguished by the LLC Agreement’s integration clause, and that the
February 11 resolutions attempting to amend the LLC Agreement were
ineffective.127 Techno-X subsequently dismissed its claim against PRADCO.128
The parties agreed to bifurcate the remainder of this proceeding. Phase one
includes Techno-X’s claims for breaches of the Term Sheet and LLC Agreement
regarding exclusivity, consent rights, and information and governance rights,
alongside Spartan Forge’s counterclaim seeking a declaratory judgment validating
its involuntary termination of Techno-X’s membership.129 The phase one trial took
126 Pl.’s Mot. for Entry of Proposed Order Implementing June 9 Ruling and Restoring and
Preserving Status Quo (Dkt. 131); PTO ¶ 22.
127 Letter Op. Resolving Cross-Mots. for Summ. J. (Dkt. 126) (“Summ. J. Letter Op.”).
During the intervening period, I requested supplemental submissions on a Quebec choice-
of-law provision in the Term Sheet and its effect on the cross-motions. See PTO ¶ 19. The
parties have since agreed that there is no material difference between Quebec and Delaware
law “for purposes of this case,” and have “stipulate[d] to the application of Delaware law.”
PTO ¶ 21 (citing Summ. J. Letter Op. 12).
128 Notice of Dismissal (Dkt. 156); PTO ¶ 25; JX 827.
129 PTO ¶¶ 26-27.

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place from April 15 to 16, 2026.130 Post-trial briefing concluded on June 24.131 I
heard post-trial oral argument on July 8, and the matter was submitted for
decision.132
The defendants’ counterclaims for breach of contract, breach of fiduciary
duty, and tortious interference will be adjudicated in the second phase.133
II. ANALYSIS
Techno-X claims that Spartan Forge breached the Term Sheet and LLC
Agreement.134 Spartan Forge, in turn, contends that it validly terminated
Techno-X’s membership under the LLC Agreement.135 The parties have the burden
of proving their respective claims by a preponderance of the evidence.136
Techno-X proved that Spartan Forge breached the Exclusivity Provision in
the Term Sheet and consent provisions in Section 8.2(a) of the LLC Agreement by
130 Judicial Action Form (Dkt. 179).
131 See Pl. and Countercl. Defs.’ Opening Post-trial Br. (Dkt. 191) (“Pl.’s Post-trial
Opening Br.”); Defs. Spartan Forge LLC and Thompson’s Opening Post-trial Br. (Dkt.
190) (“Defs.’ Post-trial Opening Br.”); Pl. and Countercl. Defs.’ Answering Post-trial Br.
(Dkt. 200) (“Pl.’s Post-trial Answering Br.”); Defs. Spartan Forge LLC and Thompson’s
Answering Post-trial Br. (Dkt. 201) (“Defs.’ Post-trial Answering Br.”).
132 See Tr. of Post-trial Oral Arg. (Dkt. 209).
133 PTO ¶ 27.
134 Pl.’s Post-trial Opening Br. 29-56.
135 Defs.’ Post-trial Opening Br. 26-47.
136 See Revolution Retail Sys., LLC v. Sentinel Techs., Inc., 2015 WL 6611601, at *9 (Del.
Ch. Oct. 30, 2015) (“Proof by a preponderance of the evidence means proof that something
is more likely than not.”).

22
pursuing the undisclosed negotiations with PRADCO. It further proved that
Thompson committed a technical breach of Section 7.2(c) of the LLC Agreement by
failing to deliver a budget on time. Spartan Forge’s counterclaim for a declaratory
judgment validating its involuntary termination of Techno-X, however, is without
factual or legal support.
A. Techno-X’s Claims for Breach of Exclusivity and Consent Rights
Techno-X claims that Spartan Forge breached the Exclusivity Provision in the
Term Sheet and certain consent provisions in the LLC Agreement.137 To prevail on
these claims, Techno-X must prove the existence of a contract, a breach of a
contractual obligation, and resulting damages.138 I previously held that the Term
Sheet’s binding provisions remain in effect because the LLC Agreement’s
integration clause is limited to the “subject matter of the LLC Agreement,” which
governs internal management and member relations.139 At present, Spartan Forge
does not challenge the validity or enforceability of the Term Sheet or LLC
Agreement.140
137 Pl.’s Post-trial Opening Br. 30-33.
138 VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003).
139 Summ. J. Letter Op. 16-17 (explaining that the LLC Agreement is silent on the
exclusivity and business restriction issues in the binding provisions of the Term Sheet); see
LLC Agreement § 11.10; PTO ¶ 20.
140 PTO ¶¶ 48, 52.

23
My analysis of the relevant contractual obligations follows settled principles
of contract interpretation.141 “Delaware law adheres to the objective theory of
contracts,” which means that “a contract’s construction should be that which would
be understood by an objective, reasonable third party.”142 “When interpreting a
contract, [the] Court ‘will give priority to the parties’ intentions as reflected in the
four corners of the agreement.’”143 Where a contract is unambiguous, the court gives
effect to the “plain-meaning of the contract’s terms and provisions.”144 It must assess
the contract “as a whole and . . . give each provision and term effect, so as not to
render any part of the contract mere surplusage.”145
1. The Exclusivity Provision
In the Term Sheet’s Exclusivity Provision, Spartan Forge promised not to
solicit, initiate, or participate in discussions or negotiations concerning the sale of its
141 The LLC Agreement is governed by Delaware law. The Term Sheet is governed by
Quebec law, but the parties have “stipulate[d] to the application of Delaware law” for
purposes of resolving the present claims. PTO ¶ 21 (citing Summ. J. Letter Op. 12).
142 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel. Osborn
v. Kemp, 991 A.2d 1153, 1159 (Del. 2010)).
143 Id. at 368 (quoting GMG Cap. Invs., LLC v. Athenian Venture P’rs I, L.P., 36 A.3d 776,
779 (Del. 2012)).
144 Osborn, 991 A.2d at 1159-60; see also Rhone-Poulenc Basic Chems. Co. v. Am.
Motorists Ins., 616 A.2d 1192, 1195 (Del. 1992) (“Clear and unambiguous
language . . . should be given its ordinary and usual meaning.”).
145 Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp.,
990 A.2d 393, 396-97 (Del. 2010)).

24
securities or material assets without Techno-X’s authorization.146 It further agreed
not to provide services or sell products to any Vosker competitor.147 The full
Exclusivity Provision states that Spartan Forge would not:
[w]ithout the prior consent of [Techno-X], directly or indirectly:
i. solicit, initiate or participate in any discussions or negotiations
with, or encourage or respond to any inquiries or proposals by
any person or entity or enter into any agreement, other than with
[Techno-X], concerning (A) any financing of [Spartan Forge] or
(B) the issuance, sale or disposition of any securities of [Spartan
Forge] or any similar transaction, or the issuance, sale or
disposition of any material assets of [Spartan Forge]; and
ii. provide any services or sell any products to any person or
entity that is a competitor of [Techno-X’s] Business.148
Spartan Forge was bound by this provision for twelve months after the Term Sheet
took effect.149
Techno-X asserts that Spartan Forge breached the Exclusivity Provision by
engaging in negotiations with PRADCO that culminated in a proposed asset
purchase agreement.150 The evidence at trial proves it right. From the initial
LinkedIn messages to subsequent calls and communications throughout the summer
of 2024, Thompson “participate[d] in . . . discussions” with PRADCO—a
146 Term Sheet 4; see also id. at 5 (defining Techno-X’s “Business” as the “business listed
in Schedule A of the Exclusive Data License Agreement”).
147 Term Sheet 4.
148 Id. (emphasis added).
149 Id.
150 Pl.’s Post-trial Opening Br. 29.

25
competitor of Vosker—regarding the “sale or disposition of [Spartan Forge]
assets.”151 PRADCO’s transmission of term sheets in August, a letter of intent on
October 29, and a final draft purchase agreement on December 3 confirms the extent
of Spartan Forge’s participation in negotiations regarding a prohibited sale.152 These
actions breached the Exclusivity Provision.
Spartan Forge insists that it did not breach the Term Sheet because Angers
“gave consent” after Thompson disclosed his initial outreach from Moultrie.153 The
record shows otherwise. Angers never consented to Thompson having substantive
discussions—much less acquisition negotiations—with a Vosker competitor.154 He
suggested only that Thompson connect with Moultrie’s Wilson to gather information
but cautioned Thompson not to “say to[o] much.”155 Thompson acknowledged those
limits.156 At trial, Thompson conceded that he did not understand Angers to have
given Spartan Forge consent to discuss a transaction with PRADCO.157 Techno-X
151 Term Sheet 4; see Thompson Tr. 604-06, 635; see supra Section I.D.
152 See Term Sheet 4; JX 423; JX 569; JX 620; JX 621; see supra Section I.D.
153 Defs.’ Post-trial Answering Br. 16 (citing JX 367; JX 417).
154 JX 479; Angers Tr. 104-06 (“I said, ‘You can take the call . . . .’ Again, talking about
this quick call that will last a few minutes.”).
155 JX 417 at ‘0786.
156 Id.; Angers Tr. 105.
157 Thompson Tr. 629-31 (Q: “Jimmy Angers never consented to you or anyone else at
Spartan Forge for Spartan Forge to have a discussion with PRADCO or Moultrie about a
transaction, did he?” A: “No.”).

26
was left in the dark until December 17, when Spartan Forge first revealed the
PRADCO transaction at a Board meeting.158
2. The Consent Rights
Section 8.2 of the LLC Agreement subjects specified “Major Decisions” to
collective approval requirements and, for the decisions enumerated in Section 8.2(b),
Techno-X’s individual consent.159 Relevant here, Section 8.2(a)(v) required
approval of the Spartan Forge Board and a “Majority in Interest of the Members”
before making “[a]ny decision to enter into or negotiate any strategic partnership
with any Person regarding the Company’s software or outdoor hunting
application.”160 Section 8.2(a)(xi) likewise required Board and majority-member
approval before “enter[ing] into or negotiat[ing] an agreement with a Person whose
business, in whole or in part, relates to designing or distributing cellular remote area
monitoring devices and solutions for remote area monitoring.”161
158 See Belser Tr. 572 (acknowledging that Spartan Forge first alerted Techno-X to the
PRADCO transaction on December 17).
159 LLC Agreement § 8.2.
160 Id. § 8.2(a)(v). There are two Sections 8.2(a)(v). The quoted text is the second such
section. “Majority in Interest of the Members” is defined as “Members holding more than
fifty percent (50%) of the total number of Units issued by the Company to the Members
(on an as-converted basis, assuming that all Series A Preferred Units held by the Members
have been converted into Common Units pursuant to Section 4.8 on the date of
calculation).” Id. § 1.
161 Id. § 8.2(a)(xi). “Person” means “any individual, corporation, partnership, joint venture,
. . . limited liability company, . . . or any other legal entity.” Id. § 1.

27
The PRADCO transaction fell squarely within these provisions. By proposing
to combine Spartan Forge’s mapping technology with PRADCO’s competing
Moultrie hardware system, the transaction triggered Section 8.2(a)(v).162 Section
8.2(a)(xi) was also implicated because Moultrie fell within the provision’s definition
of a covered counterparty.163 As Thompson conceded at trial, much of the proposed
PRADCO transaction overlapped with the integration that Vosker had been pursuing
with Spartan Forge.164 Spartan Forge did not obtain the consent of its Board or
Majority in Interest of the Members before “enter[ing] into or negotiat[ing]” the
PRADCO transaction.165
Techno-X also asserts that Spartan Forge breached Section 8.2(b), but it failed
to prove this claim. Section 8.2(b)(iv) requires Techno-X’s individual consent for
“[a]ny transaction by [Spartan Forge] to merge or consolidate with another person
or entity.”166 The proposed PRADCO transaction was an asset sale, not a merger or
consolidation. Where the drafters intended to capture an asset sale, they did so
162 See JX 423 (PRADCO describing “technical integration” with Moultrie as the “ultimate
goal” of the transaction with Spartan Forge and a “critical element of the deal”); JX 464
(describing the goal as “accelerat[ing] the buildout of an app platform with truly unique
capabilities for hunt planning,” so as to “combin[e]” Spartan Forge’s “strengths in
mapping” with PRADCO’s “hardware ecosystem”); LLC Agreement § 8.2(a)(v); see also
JX 465; JX 541; JX 569.
163 Angers Tr. 100-01; LLC Agreement § 8.2(a)(xi).
164 Thompson Tr. 659.
165 LLC Agreement § 8.2(a).
166 Id. § 8.2(b)(iv).

28
expressly—defining a “Sale of the Company” in Section 1 to include a disposition
“of all or substantially all of the assets” and addressing it under the drag-along
provisions of Section 9.5(e) rather than Section 8.2.167 Techno-X’s reliance on
Section 8.2(b)(i), which requires its consent for “[a]ny material change in the
Company Business,” is similarly unavailing.168 “Company Business” means “the
business of developing and commercializing technology for the outdoor activities
market including but not limited to hunting, scouting, mapping, machine learning,
predictive analytics, media processing, and weather forecasting.”169 The record does
not establish that the PRADCO transaction would have altered the nature of Spartan
Forge’s core business of developing and commercializing outdoor mapping and
predictive technology.
Spartan Forge advances several defenses to Techno-X’s claim that it breached
the consent provisions in the LLC Agreement. None has merit.
First, Spartan Forge asserts that it did not breach the consent provisions
because the PRADCO “transaction was never fully negotiated and was not, and still
167 Id. § 1; see id. § 9.5(e); see also Williams Cos., Inc. v. Energy Transfer LP, 2020 WL
3581095, at *12 n.123 (Del. Ch. July 2, 2020) (“[T]he use of different language in different
sections of a contract suggests the difference is intentional—i.e., the parties intended for
the sections to have different meaning.”).
168 LLC Agreement § 8.2(b)(i).
169 Id. § 1.

29
has not been, undertaken without Techno-X’s consent.”170 This argument is
divorced from the contractual text. Section 8.2(a) required Board and majority-
member consent before making “[a]ny decision to enter into or negotiate” strategic
partnerships or other transactions with a competitor.171 This language does not limit
Spartan Forge’s obligations to finalized transactions.
Next, Spartan Forge argues that Techno-X ratified, waived, or acquiesced to
the transaction.172 It did not meet its burden of proving these affirmative defenses.173
The affirmative defenses of waiver and acquiescence require the plaintiff to
have had full knowledge of the material facts.174 Techno-X did not have full—or
any—knowledge of the PRADCO transaction while it was being negotiated.175
Thompson merely told Angers about the initial LinkedIn outreach and asked to speak
170 PTO ¶ 93 (discussing breach of the Term Sheet); id. ¶ 95 (same but for the LLC
Agreement).
171 LLC Agreement § 8.2(a)(v), (xi) (emphasis added).
172 PTO ¶ 97 (arguing that Angers “never so much as requested that Spartan Forge
terminate negotiations with PRADCO,” that “Techno-X through Angers ratified and
acquiesced to th[e] negotiations,” and that Techno-X “waived any veto right”).
173 Medek v. Medek, 2008 WL 4261017, at *10 (Del. Ch. Sept. 10, 2008).
174 Klaassen v. Allegro Dev. Corp., 106 A.3d 1035, 1047-48 (Del. 2014) (explaining that a
“claimant is deemed to have acquiesced” where he “has full knowledge of his rights and
the material facts” (citation omitted)); In re Coinmint, LLC, 261 A.3d 867, 893 (Del. Ch.
2021) (stating that waiver “implies knowledge of all material facts and an intent to waive,
together with a willingness to refrain from enforcing those contractual rights”).
175 Thompson Tr. 630.

30
with Angers “about [the PRADCO] discussion.”176 Angers contemporaneously
confirmed that he had not authorized further negotiations, telling Laaboudi, “I didn't
give any green light.”177
After Angers directed Thompson to connect with Laaboudi, Thompson sent
vague screenshots of communications—none of which revealed the substance of his
negotiations.178 Thompson did not disclose that Spartan Forge had received letters
of intent, diligence requests, and a draft asset purchase agreement from PRADCO.179
Techno-X was kept in the dark until the December 17 Board meeting, when
Thompson first revealed the PRADCO transaction as an “imminent” deal with
completed due diligence.180 Spartan Forge also concealed the topic of that meeting
by omitting an agenda from the Board notice, in stark contrast to the notice it
circulated days later for a December 20 meeting.181
176 See JX 427; JX 434; Thompson Tr. 632.
177 JX 479 at 10.
178 See JX 37 at 54 (Laaboudi: “Can u plz send me the Moultrie communication / invitation
you received ?” Thompson: “He text me I can send a screen shot. Otherwise it’s been
phone calls.”); JX 40 (text from “EBSCO” (the parent-affiliate of PRADCO) saying “Do
you have a few minutes to connect any time tomorrow morning?”).
179 Thompson Tr. 630 (Q: “You never sent Mr. Angers or Mr. Laaboudi[] . . . an email or
text that advised them that you and Spartan Forge had received a draft proposal or a draft
agreement from PRADCO or Moultrie, did you?” A: “No.”); see id. at 630-41.
180 Angers Tr. 179-80; Belser Tr. 565, 572 (explaining that he never raised the PRADCO
transaction with Techno-X before the December 17 board meeting).
181 Compare JX 677 (December 13 notice with no agenda), with JX 738 (December 20
notice enclosing an agenda).

31
Nor did Techno-X ratify the transaction ex post.182 Like waiver and
acquiescence, “to find that a party ratified a prior act, it is first necessary to find that
the ratifying party had ‘[k]nowledge, actual or imputed, of all material facts.’”183
Techno-X’s conduct after it learned of the PRADCO transaction vitiates Spartan
Forge’s argument. One day after the December 17 Board meeting, Techno-X sent a
written objection to the proposed transaction.184 It also filed this lawsuit and sought
emergency injunctive relief to enjoin the transaction from closing.185 Techno-X
“acted consistently with [its] position” that the PRADCO transaction violated
Spartan Forge’s contractual commitments.186
Finally, Spartan Forge raises defenses based on its governance structure. It
contends that its Managing Member—Thompson—had the unilateral authority to
pursue the PRADCO transaction under Section 8.1(a) of the LLC Agreement.187
This ignores the plain text of Section 8.1(a), which subjects the Managing Member’s
182 See TR Invs., LLC v. Genger, 2010 WL 2901704, at *15 (Del. Ch. July 23, 2010)
(“Ratification differs [from acquiescence] primarily in timing: [ac]quiescence properly
speaks of assent by words or conduct during the progress of a transaction, while ratification
suggests an assent after the fact.” (citation omitted)).
183 Id. (citing Frank v. Wilson & Co., 32 A.2d 277, 283 (Del. 1943)).
184 JX 768.
185 See supra Section I.H.
186 Genger v. TR Invs., LLC, 26 A.3d 180, 196 (Del. 2011).
187 See Defs.’ Post-trial Opening Br. 31; Defs.’ Post-trial Answering Br. 20-21; see also
LLC Agreement § 8.1(a); PTO ¶¶ 98-99, 119.

32
authority to the “Major Decisions” requirements of Section 8.2.188 Spartan Forge
further contends that its Board was merely “advisory” and lacked the power to
conduct the company’s affairs.189 But Section 8.4 formally establishes the Board,
and Section 8.2 grants it affirmative consent rights.190 Adopting Spartan Forge’s
interpretation would render these provisions meaningless.
B. Techno-X’s Claims for Breach of Information and
Governance Rights
Techno-X next claims that Spartan Forge breached certain information and
governance provisions in the LLC Agreement: Sections 8.4, 7.2, and 9.9.191 In the
Pre-trial Order, Spartan Forge maintained that Techno-X lacked standing to pursue
claims premised on Angers’s directorial rights.192 It abandoned that defense in its
post-trial briefing.193 Instead, it argues that Techno-X’s claims are waived or fail on
the merits.194
188 LLC Agreement § 8.1(a) (“Subject to Section 8.2, the Managing Member shall have the
right, power and authority to manage, operate and control the business and affairs of the
Company and to do or cause to be done any and all acts, at the expense of the Company,
deemed by the Managing Member to be necessary or appropriate to effectuate the purposes
of the Company.”).
189 See Defs.’ Post-trial Answering Br. 1, 20-21.
190 See LLC Agreement §§ 8.2, 8.4.
191 See Pl.’s Post-trial Opening Br. 39-41; PTO ¶¶ 82-83.
192 See PTO ¶ 118.
193 See Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are
deemed waived.”).
194 See Defs.’ Post-trial Answering Br. 13-15.

33
To start, Techno-X argues that Spartan Forge breached Section 8.4 because it
did not hold a noticed Board meeting, Board vote, or obtain a unanimous written
consent before negotiating the PRADCO transaction.195 This theory is redundant of
Techno-X’s claim for breach of Section 8.2. As explained above, Spartan Forge
substantively breached Section 8.2(a) by failing to obtain the Board’s consent before
pursuing the transaction.196 How the Board should have formally obtained or
memorialized that consent under Section 8.4 is superfluous. I therefore decline to
find an independent breach of Section 8.4.
Techno-X next argues that Thompson breached Section 7.2(c) of the LLC
Agreement.197 Section 7.2(c) requires the Managing Member to “prepare and submit
to the Board for approval” an annual operating budget “not later than 3 months prior
to the beginning of each fiscal year beginning January 1, 2025.”198 Under this
provision, the 2025 budget was due to the Board by October 1, 2024. But Thompson
195 See Pl.’s Post-trial Opening Br. 39; LLC Agreement § 8.4(d) (“The acts of a majority
of the Directors present and voting at a meeting of the Board at which a quorum is present
shall constitute the acts of the Board.”); id. § 8.4(f) (requiring the transmission of a notice
to each director “not less than two (2) [b]usiness [d]ays nor more than thirty (30) days
before the date of the meeting”); id. § 8.4(g) (permitting the Board to act by written
consent).
196 See supra Section II.A.2.
197 Pl.’s Post-trial Opening Br. 39-40; see LLC Agreement § 7.2(c). Earlier in the litigation,
Techno-X also claimed that other information rights provisions in addition to Section 7.2(c)
had been breached. See, e.g., PTO ¶¶ 82-83. It did not press these claims after trial, thereby
waiving them. See Emerald P’rs, 726 A.2d at 1224.
198 LLC Agreement § 7.2(c).

34
withheld the 2025 budget until April 2025, when he provided the budget just eight
minutes before a noticed Board meeting was to begin.199 Although this delay
breached Section 7.2(c), Techno-X has not demonstrated that it suffered cognizable
harm as a result.200 In addition to the remedy addressed below, Techno-X is entitled
to $1.00 for Thompson’s breach of Section 7.2(c).201
Finally, Techno-X claims that Spartan Forge breached Section 9.9, which
required Techno-X and Spartan Forge to hold quarterly Alignment Meetings “[f]or
the first twenty-four (24) months” after execution of the LLC Agreement.202 At the
Alignment Meeting, attendees were to discuss Spartan Forge’s “financial statements,
budget, Board meeting agenda, and quarterly strategic vision.”203 Techno-X
suggests that Spartan Forge breached Section 9.9 by failing to provide materials in
advance of the meeting.204 But Section 9.9 lacks language concerning the materials
to be provided before or during the meeting. It only requires that the meeting be
held and outlines the topics to be discussed. Techno-X therefore did not prove a
breach of this provision.
199 JX 799; JX 801.
200 See, e.g., Symbiont.io, Inc. v. Ipreo Hldgs., LLC, 2021 WL 3575709, at *46 (Del. Ch.
Aug. 13, 2021) (awarding nominal damages for the technical breach of an operating plan).
201 See infra Section III.
202 LLC Agreement § 9.9.
203 Id.
204 See Pl.’s Post-trial Opening Br. 39-40; Pl.’s Post-trial Answering Br. 47.

35
* * *
Techno-X has proven that Spartan Forge breached the Exclusivity Provision
in the Term Sheet and the consent rights in Sections 8.2(a)(v) and (xi) of the LLC
Agreement. Remedies for these breaches are addressed below.205 Techno-X has
also proven that Thompson breached Section 7.2(c) of the LLC Agreement, for
which it is awarded nominal damages. It has failed to prove its claims for breach of
Sections 8.2(b), 8.4, and 9.9 of the LLC Agreement.
C. Spartan Forge’s Counterclaim for a Declaratory Judgment
Spartan Forge seeks a declaration that it had the right to involuntarily
terminate Techno-X’s membership interest under the LLC Agreement.206 The
counterclaim concerns Section 9.6, which permits Spartan Forge—“in its sole and
absolute discretion”—to repurchase a member’s units upon a “Withdrawal
Event.”207 Section 9.6(b) defines “Withdrawal Event” to include an “Involuntary
Termination,” which occurs where a member, among other things, “materially
breaches” the LLC Agreement and fails to cure within 10 days of written notice or
“causes material harm” to Spartan Forge’s reputation or “financial prospects.”208
205 See infra Section III.
206 See Defs.’ Post-trial Opening Br. 31-32, 35; 10 Del. C. § 6501.
207 LLC Agreement § 9.6(a).
208 Id. §§ 9.6(b)(ix)(c), (e).

36
Spartan Forge’s November 20, 2024 notice of involuntary termination
asserted that both Involuntary Termination events occurred.209 It stated that Techno-
X materially breached the LLC Agreement in connection with the Alignment
Meeting:
After repeated requests for [Techno-X] to schedule an alignment
meeting, [Techno-X] finally agreed to hold a meeting on
November 7, 2024, but did not allot sufficient time to address all
of the required items for a complete meeting (none of the budget,
Board meeting agenda or quarterly strategic vision were
discussed or approved) and thus did not cure its breach of the
[LLC] Agreement.210
The notice also stated that Techno-X had “taken numerous actions and omitted to
take numerous actions that have caused material harm to [Spartan Forge’s] financial
prospects in breach of the [LLC Agreement].”211 To substantiate these assertions,
Spartan Forge relies on internal Vosker communications produced during the
litigation.212
Spartan Forge did not prevail on its counterclaim. Its termination of
Techno-X was pretextual. Thompson and Belser devised a plan to induce Techno-X
to breach the LLC Agreement so that Spartan Forge could terminate its membership
209 JX 606; JX 607.
210 JX 607.
211 Id.
212 Defs.’ Post-trial Opening Br. 41.

37
and pursue a transaction with PRADCO.213 Setting aside the inequity of this
conduct, it failed to prove that a Withdrawal Event occurred.214
1. The Alignment Meeting Obligation
Spartan Forge first claims that Techno-X materially breached the LLC
Agreement by failing to complete the agenda at the November 7 Alignment
Meeting.215 As a threshold matter, the incomplete agenda did not constitute a
material breach on this record. The parties held the meeting, addressed financial
matters, and had an opportunity to continue their discussion on the additional dates
Techno-X proposed. Spartan Forge has not shown that the unfinished agenda
deprived it of a benefit fundamental to the parties’ agreement.216
213 See JX 555; Belser Tr. 566-67.
214 Because Spartan Forge’s counterclaim fails on the merits, I need not address Techno-
X’s defenses. See PTO ¶ 131 (asserting that the counterclaim “is barred in whole or in part
by, inter alia, their own prior breach of contract and by breaching their duty of good faith
and fair dealing”).
215 Defs.’ Post-trial Opening Br. 31-32.
216 See generally 2009 Caiola Family Tr. v. PWA, LLC, 2015 WL 6007596, at *18 (Del.
Ch. Oct. 14, 2015) (defining a breach as “material” if it goes “to the root or essence of the
agreement between the parties” or “touches the fundamental purpose of the contract”);
BioLife Sol’ns, Inc. v. Endocare, Inc., 838 A.2d 268, 278 (Del. Ch. Oct. 1, 2003)
(discussing when a party is in material breach of a contract as opposed to “a slight breach”
(citation omitted)); see Restatement (Second) of Contracts § 241 (outlining factors to
consider when determining whether “a failure to render performance . . . is material,”
including “the extent to which the injured party will be deprived of the benefit which he
reasonably expected”).

38
But even assuming the deficiency were material, the claim fails on the merits.
Techno-X cured any purported deficiency by scheduling an Alignment Meeting
within the notice period, and Spartan Forge’s own obstruction prevented further
compliance. A party may cure a breached obligation to hold a meeting when it
“agree[s] to a [meeting] . . . within the cure period.”217
On October 28, Techno-X received Spartan Forge’s notice that Techno-X was
required to schedule a quarterly Alignment Meeting “to avoid breach of” the LLC
Agreement.218 Vosker’s legal counsel, acting for Techno-X, promptly responded by
proposing meeting dates.219 The parties then held the Alignment Meeting on
November 7.220 These actions satisfied Techno-X’s obligation to cure any
scheduling deficiency within ten days of receiving notice.221
After the attendees were unable to cover all the topics contemplated by
Section 9.9 of the LLC Agreement, Techno-X proposed four additional dates “to
217 Lola Cars Int’l Ltd. v. Krohn Racing, LLC, 2010 WL 3314484, at *18 n.222 (Del. Ch.
Aug. 2, 2010) (holding that the absence of formal board meetings did not establish a
material breach where the parties’ communications supplied the expected benefits and the
alleged breaching party agreed to hold a formal meeting within the contractual cure period).
218 JX 567 at ‘1069, ‘1073; PTO ¶ 59.
219 PTO ¶ 59.
220 Id. ¶ 63.
221 LLC Agreement § 9.6(b)(ix)(c).

39
continue [the] discussion and finalize the last two items o[n] the agenda.”222 Spartan
Forge did not respond. Instead, it sent a notice on November 20 asserting that
Techno-X had breached the LLC Agreement by failing to “allot sufficient time to
address all of the required items.”223
“Delaware courts follow the principle that a party who wrongfully prevents a
thing from being done cannot avail itself of the nonperformance it has
occasioned.”224 The record overwhelmingly demonstrates that the defendants’
unresponsiveness was deliberate.225 In fact, Belser’s “Declaration of Independence”
documented the strategy to “delay everything” to fabricate an uncured default.226
Because Spartan Forge prevented Techno-X from satisfying the parties’ joint
222 JX 588; see JX 593; PTO ¶ 65; see also LLC Agreement § 9.9 (requiring the parties to
engage in “a review, discussion and approval of [Spartan Forge’s] financial statements,
budget, Board meeting agenda, and quarterly strategic vision”).
223 JX 607; see JX 615.
224 W & G Seaford Assocs. v. E. Shore Mkts., Inc., 714 F. Supp. 1336, 1341 (D. Del. 1989)
(describing the “cardinal principle of contract law regarding conditions” (citing
Restatement (Second) of Contracts § 245 (1981))); see also De Los Santos v. Allstate Prop.
& Cas. Ins. Co., 2025 WL 2092402, at *5 n.54, 345 A.3d 959 (Del. 2025) (TABLE)
(explaining that the prevention doctrine “is based on the long-established principle of law
that a party should not be able to take advantage of its own wrongful act”).
225 On September 3, Laaboudi proposed that an Alignment Meeting be held on October 10.
JX 483; JX 492. The defendants ignored his request. JX 493. When Laaboudi asked again
on October 3, the defendants deflected. JX 412 at 4. After Laaboudi followed up once
more, the defendants responded only that they were “generally available” in October or
November. JX 549. On October 16, the defendants demanded that Techno-X schedule an
Alignment Meeting “to avoid breaching the contract.” Id. Laaboudi proposed two meeting
dates the following week. JX 412 at 5-6. The defendants again delayed. JX 412 at 6.
226 JX 555; Belser Tr. 566-67.

40
obligation concerning Alignment Meetings under the LLC Agreement, Spartan
Forge cannot exploit the resulting non-performance.
2. Alleged Failure to Market and Integrate
Next, Spartan Forge claims that Techno-X caused “material harm” to Spartan
Forge’s “reputation or its financial prospects” by failing to implement marketing
campaigns and integration of the products.227 “Material harm” is undefined in the
LLC Agreement.228 Black’s Law Dictionary defines the phrase as “[h]arm in the
form of financial loss, reputational damage, significant embarrassment, emotional
distress, chilling of a constitutionally protected activity, or unwanted disclosure of
personal data.”229 The defendants put forward insufficient evidence that Techno-X
caused any such harm to Spartan Forge.230
227 LLC Agreement § 9.6(b)(ix)(e); Defs.’ Post-trial Opening Br. 33-36.
228 See generally LLC Agreement.
229 Harm, Black’s Law Dictionary (12th ed. 2024); see Material Harm, Black’s Law
Dictionary (12th ed. 2024) (linking to the definition of “material harm” in “harm”); see
also ShiftKey Parent, LLC v. Nelson, 2025 WL 548420, at *12 (Del. Super. Jan. 31, 2025)
(looking to Black’s Law Dictionary’s definition of “material harm” where the relevant
contract is silent as to the term’s meaning); Lorillard Tobacco Co. v. Am. Legacy Found.,
903 A.2d 728, 738 (Del. 2006) (“Under well-settled case law, Delaware courts look to
dictionaries for assistance in determining the plain meaning of terms which are not defined
in a contract.”).
230 The defendants rely solely on Belser’s testimony that Vosker’s actions had a detrimental
effect on Spartan Forge’s business. See Defs.’ Post-trial Opening Br. 33-36 (citing Belser’s
testimony); see also Thompson Tr. 597 (claiming that Techno-X’s actions caused Spartan
Forge to have a “particularly bad” 2023). But the record shows that Vosker helped keep
Spartan Forge afloat by accelerating payments and prepaying for services that were never
performed. See Angers Tr. 85-87, 157-58; Thompson Tr. 648-49.

41
Spartan Forge alleges material harm from Vosker’s purported broken promise
to provide marketing support and “slow-walking” of technical integration.231 But
Vosker only offered to provide marketing support and complete technical integration
after a services agreement was finalized. Section 9.8 contemplated a services
agreement between Techno-X, as Investor, and Spartan Forge, as the Company,
addressing integration of their “technology stacks” within 60 days of the LLC
Agreement’s execution.232
The June 2024 meeting in Quebec, where the parties discussed the broad
contours of a marketing plan and integration, was the first step toward that goal.233
Vosker then participated in weekly integration meetings while the commercial terms
of the services agreement were negotiated.234 Throughout these discussions, Angers
took the reasonable position that a finalized services agreement was a prerequisite
to integration and marketing support so that revenue and commission splits, among
other commercial terms, were settled.235 Drafts of the services agreement confirm
231 Defs.’ Post-trial Opening Br. 33-36.
232 See LLC Agreement § 9.8 (describing the integration through a “to-be-determined
business model”).
233 See PTO ¶¶ 54, 56; supra Section I.C.
234 Angers Tr. 106-07, 111-12; Rousseau Tr. 473-75.
235 See Angers Tr. 108-12 (testifying that all discussions about technical integration and
marketing were “in the spirit” of having a finalized services agreement); see also Laaboudi
Tr. 350-51; Belser Tr. 559.

42
this premise.236 The services agreement never came to fruition because Spartan
Forge delayed, diverting its focus to pursue negotiations with PRADCO.
3. After-Acquired Evidence
Finally, the defendants cite communications produced during discovery to
support an Involuntary Termination.237 “A party who terminates a counterparty on
specific grounds can defend the termination decision on alternative grounds if the
party can satisfy the after-acquired-evidence doctrine.”238 “Under that doctrine, the
party must have learned about the justification after the termination, and the
justification must independently support termination.”239 Even if the doctrine
applies in this context, it does not aid Spartan Forge.
Spartan Forge invokes internal communications to argue that Vosker planned
to “kill” the business and acquire it cheaply.240 It claims that, had it known of these
goals earlier, it would have “immediately” terminated Techno-X’s membership.241
236 JX 545 § 5.1 (describing a “Revenue Share Structure” following “Advertising
Event[s]”); id. §§ 5.2.1, 5.2.2 (bifurcating “Vosker’s Responsibilities” and “Spartan’s
Responsibilities”); JX 533 §§ 5.1, 5.2.1, 5.2.2 (same). The same is true for the draft “Heads
of Services Agreement,” which was intended to “facilitate the negotiation of the Services
Agreement.” JX 502; JX 510; JX 512 (proposing “Integration” and “Marketing” plans).
237 See Defs.’ Post-trial Opening Br. 37 & n.13; Defs.’ Post-trial Answering Br. 25, 27-29.
238 PJT Hldgs., LLC v. Costanzo, 339 A.3d 1231, 1260 (Del. Ch. 2025).
239 Id.
240 Defs.’ Post-trial Opening Br. 40-41 (citing JX 348, JX 85, JX 139, and JX 407).
241 Id. at 37-38.

43
The cited communications reflect contingency planning for worst-case scenarios;
none constitute an actionable breach of contract.242 They do not establish an uncured
material breach by Techno-X or material harm caused by Techno-X to Spartan
Forge’s reputation or financial prospects.243
Spartan Forge’s post hoc justification is contrived. In his Declaration of
Independence, Belser outlined a plan to “shed Vosker as an investor and sell”
Spartan Forge.244 He and Thompson plotted to catch Techno-X in a breach of the
LLC Agreement to bring their plan to fruition.245
Having failed in that effort, Spartan Forge now attempts to use the litigation
record to rationalize the termination of Techno-X’s membership.246 Although a
different contemporaneous reason for termination does not necessarily foreclose
reliance on after-acquired evidence, the later-discovered conduct must
242 See JX 85; Angers Tr. 33-36 (credibly testifying that in JX 85, he was referring to “what
is the best case and what is the worst case” scenario).
243 See, e.g., Tatum v. Fairstead Affordable LLC, 347 A.3d 1221, 1265-66 (Del. Ch. 2025)
(finding that an employee’s plans to start a competing business did not breach his best
efforts or no-conflict contractual obligations because he continued to perform); Energy
Transfer, LP v. Williams Cos., Inc., 346 A.3d 1089, 1110 (Del. 2023) (rejecting a plaintiff’s
sabotage theory premised upon internal communications because the defendant never took
actions in accordance with that theory or to otherwise undercut the deal).
244 JX 555; see Belser Tr. 566-67.
245 See JX 555; Belser Tr. 543.
246 Costanzo, 339 A.3d at 1261 n.153 (“[When] [a] party . . . hokes up a phony defense to
the performance of his contractual duties and then when that defense fails . . . tries on
another defense for size[,] [he] can properly be said to be acting in bad faith.” (citing
Harbor Ins. v. Cont’l Bank Corp., 922 F.2d 357, 363 (7th Cir. 1990))).

44
independently satisfy a contractual ground for termination.247 Spartan Forge has not
established such conduct here. The doctrine does not license a party “to retroactively
invent grounds for termination” to clear the way for an unauthorized transaction.248
Spartan Forge’s counterclaim is unsuccessful.249
III. REMEDY
Having found that Spartan Forge breached the Term Sheet and the LLC
Agreement and that Thompson breached Section 7.2(c) of the LLC Agreement, and
having rejected Spartan Forge’s counterclaim for declaratory relief, I turn to the
appropriate remedy. Techno-X seeks a range of equitable and declaratory relief,
including an order setting aside its Involuntary Termination, restoration of its
membership and governance rights, an extension of the Term Sheet exclusivity
period, a permanent injunction barring future unauthorized Major Decisions, and fee
247 Id. at 1260 (requiring that a justification discovered after termination independently
support termination); see also Fortis Advs., LLC v. Krafton, 354 A.3d 906, 942 (Del.
Ch. 2026).
248 Krafton, 354 A.3d at 942; see also A&J Cap., Inc. v. Law Office of Krug, 2019 WL
367176, at *11 n.128 (Del. Ch. Jan. 29, 2019) (declining to “circumvent the ‘for cause’
contractual predicate for which [the parties] bargained” by justifying termination “for any
reason unearthed after the fact”), aff’d, 222 A.3d 143 (Del. 2019).
249 Spartan Forge repackages the same “sabotage” narrative into affirmative defenses of
prior material breach and unclean hands. See Defs.’ Post-trial Opening Br. 47-51. Because
Spartan Forge failed to prove a prior material breach that bars the relief sought in this phase,
its material breach defense fails. The record also reflects that Techno-X “c[a]me into
equity . . . with clean hands.” Bodley v. Jones, 59 A.2d 463, 469 (Del. 1947). These
determinations do not resolve the counterclaims reserved for phase two.

45
shifting.250 I conclude that Techno-X is entitled to a declaration that its involuntary
termination was invalid, restoration of its membership and governance rights, and
equitable extensions of certain contractual deadlines under the LLC Agreement. I
decline to extend the Exclusivity Provision or permanently enjoin future
unauthorized Major Decisions for the reasons explained below. Finally, I decline to
shift fees.
A. Reinstatement
Because Spartan Forge lacked grounds under Section 9.6(b)(ix) of the LLC
Agreement, no Withdrawal Event occurred.251 The purported termination and
redemption therefore lacked the required contractual basis. Techno-X is entitled to
a declaration that Spartan Forge’s November 20, 2024 notice of Involuntary
Termination and its April 30, 2025 equity redemption are invalid and set aside.252
Techno-X remains a member of Spartan Forge, holding Series A Preferred Units
representing a 6% equity interest in the company.253 The LLC Agreement and the
surviving binding provisions of the Term Sheet remain enforceable according to
250 See Pl.’s Post-trial Opening Br. 55-64.
251 See LLC Agreement § 9.6(b)(ix).
252 See 10 Del. C. § 6501.
253 Cf. Lynch v. Gonzalez, 2020 WL 4381604, at *39 (Del. Ch. July 31, 2020) (issuing a
declaratory judgment on the ownership of equity interests).

46
their terms, and Techno-X retains all attendant governance, consent, and information
rights under those agreements.254
Spartan Forge tendered a check and promissory note as consideration for the
purported redemption, but Techno-X accepted neither.255 As such, no return of
redemption consideration is necessary. The implementing order must require
Spartan Forge to cancel those instruments, conform its membership records to this
declaration, recognize Angers as Techno-X’s designated Board member, and
provide Techno-X and Angers the information to which each is entitled under the
LLC Agreement.
The defendants attempt to reframe Techno-X’s request as one for equitable
rescission.256 They contend that the April 30, 2025 redemption converted
Techno-X’s equity interest, making its sole recourse “quasi-appraisal” damages.257
I disagree that such damages are an adequate remedy for the deprivation of a
minority investor’s bargained-for rights through an invalid forced redemption.258
254 This declaration does not revive the Term Sheet’s expired Exclusivity Provision. See
infra Section III.B.
255 See JX 808; JXs 810-11; Thompson Tr. 629; PTO ¶¶ 22, 130, 135.
256 Defs.’ Post-trial Opening Br. 28, 44-46; Defs.’ Post-trial Answering Br. 29-35.
257 See Defs.’ Post-trial Opening Br. 28-30, 44-46.
258 Cf. Krafton, 354 A.3d at 949-51 (explaining that equity will enforce operational control
and governance rights where money damages cannot compensate for the loss of unique
contract rights).

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Techno-X does not seek to rescind a contract. Rather, it contends that Spartan Forge
lacked a contractual prerequisite for an Involuntary Termination.259
To ensure that Techno-X’s reinstatement is not illusory given the passage of
time during this litigation, the periods governing Techno-X’s time-sensitive rights
must be adjusted.260 The 24-month period for quarterly Alignment Meetings under
Section 9.9 of the LLC Agreement is equitably extended by 694 days—the duration
between the invalid November 20, 2024 termination notice and the date of this
decision.261
To preserve Techno-X’s acquisition rights, the services agreement
prerequisite in Section 9.8 of the LLC Agreement must also be addressed. The
259 The defendants’ related contention that laches bars Techno-X’s reinstatement also fails.
See Defs.’ Post-trial Opening Br. 45-46; Defs.’ Post-trial Answering Br. 34-35. Laches
requires an “unreasonable delay” by the plaintiff in bringing a claim that results in
“material prejudice to the defendant.” Reid v. Spazio, 970 A.2d 176, 182-83 (Del. 2009).
Neither element is present here. The validity of the November 20, 2024 notice of
Involuntary Termination—the sole predicate for the April 30, 2025 redemption—was
already before the court when Spartan Forge purported to redeem Techno-X’s units.
Techno-X rejected the redemption consideration and promptly moved to preserve the status
quo. See PTO ¶¶ 22, 130; Pl.’s Mot. for Entry of Order Implementing the Court’s June 9
Ruling and Restoring and Preserving Status Quo (Dkt. 131). Spartan Forge cannot claim
prejudice from an improper redemption it chose to execute while the validity of the
underlying termination was being litigated.
260 Cf. Krafton, 354 A.3d at 952-53 (equitably extending an earnout period by the duration
of a party’s wrongful ouster to ensure relief was not illusory); Tri State Mall Assocs. v.
A.A.R. Realty Corp., 298 A.2d 368, 371-72 (Del. Ch. 1972) (“[T]he Court in decreeing
specific performance will adjust the equities of the parties in such a manner as to put them
as nearly as possible in the same position as if the contract had been performed [a]ccording
to its terms.”).
261 See LLC Agreement § 9.9.

48
purchase rights were predicated on executing a services agreement by a deadline
extended to October 31, 2024.262 The parties had resolved all outstanding issues in
negotiating a services agreement by October 29, but Thompson withheld his
signature to pursue the PRADCO transaction.263
Spartan Forge’s breaches thus materially contributed to the failure to complete
the services agreement within the agreed period.264 The deadline to execute the
services agreement is equitably extended to 60 days after entry of the order
implementing this decision. The twelve-month period for exercising the “Majority
Right to Purchase” and the twenty-four-month period preceding the “External
Valuation” process in Section 9.8 are each extended by 694 days.265 Both purchase
rights remain conditioned on execution of a services agreement within the extended
deadline. All other timing provisions in Section 9.8 are unchanged.
262 Id. § 9.8; PTO ¶ 57.
263 PTO ¶ 61; see supra Sections I.C-D.
264 See WaveDivision Hldgs., LLC v. Millennium Digit. Media Sys., L.L.C., 2010 WL
3706624, at *14 (Del. Ch. Sept. 17, 2010) (explaining that a party cannot rely on the failure
of a contractual condition where its breach materially contributed to that failure).
265 See supra note 261 and accompanying text; LLC Agreement § 9.8.

49
B. Exclusivity and Injunctive Relief
Techno-X also requests a permanent injunction prohibiting Spartan Forge and
Thompson from transacting with competitors, alongside a 24-month extension of the
Term Sheet exclusivity period.266
First, I decline to grant a new 24-month exclusivity period. The Term Sheet
provided for 12 months of exclusivity, expiring in March 2025.267 Spartan Forge’s
improper negotiations with PRADCO occurred during that period, and PRADCO
withdrew from the proposed transaction when this litigation began.268 Though those
negotiations breached the Exclusivity Provision, they do not by themselves entitle
Techno-X to restart or enlarge the agreed-upon restriction.
Techno-X has not proven that Spartan Forge engaged in additional prohibited
negotiations after PRADCO withdrew. Considering that Techno-X’s governance
rights and acquisition opportunity are restored, Techno-X has not shown that an
additional exclusivity period is necessary to remedy Spartan Forge’s breaches. A
new two-year restriction would expand, rather than restore, the parties’ bargain.269
266 See Pl.’s Post-trial Opening Br. 55-60.
267 Term Sheet 4.
268 See supra Sections I.D, I.H.
269 Cf. Kan-Di-Ki, LLC v. Suer, 2015 WL 4503210, at *28 (Del. Ch. July 22, 2015)
(limiting an injunction to the period reasonably necessary to restore the plaintiff’s
bargained-for protection, considering the timing and extent of the defendant’s breaches).

50
Second, the requested permanent injunction barring the defendants from
soliciting, discussing, negotiating, or agreeing to a transaction with PRADCO is
overbroad. Confirmation of Techno-X’s rights under the LLC Agreement restores
its bargained-for participation in Spartan Forge’s governance.270 Sections 8.2(a)(v)
and (xi), which Techno-X proved were breached, require advance approval of the
Board and a Majority in Interest of the Members before Spartan Forge enters into or
negotiates the covered transactions.271
Unlike Section 8.2(b), the breached provisions do not require Techno-X’s
individual consent. Rather, Techno-X holds a 6% equity interest and designates one
of three Board members. An injunction categorically prohibiting those transactions,
even if the required consents were obtained, would effectively give Techno-X a
blocking right that Sections 8.2(a)(v) and (xi) do not provide.
To the extent Techno-X seeks a narrower injunction requiring compliance
with Section 8.2’s approval procedures, I also decline to grant that relief.272 This
decision declares that Techno-X’s membership and attendant governance rights
remain effective, notwithstanding the purported termination and redemption. It also
confirms that Spartan Forge must obtain the consents required by Sections 8.2(a)(v)
270 See LLC Agreement §§ 8.2(a)(v), (xi).
271 Id.
272 See Pl.’s Post-trial Opening Br. 60; PTO ¶ 134.

51
and (xi) before entering into or negotiating covered transactions. The declaratory
relief resolves the parties’ dispute over the continued effectiveness and scope of
those requirements.273 In these circumstances, declaratory relief adequately protects
Techno-X’s contractual rights and an additional injunction is unnecessary.
C. Fee-Shifting
Finally, Techno-X requests an award of reasonable attorneys’ fees and
expenses.274 “Under the American Rule, absent express statutory language to the
contrary, each party is normally obliged to pay only his or her own attorneys’ fees,
whatever the outcome of the litigation.”275 Delaware courts recognize a narrow
exception to this rule where a party has engaged in bad faith litigation conduct.276
The bad faith exception is applied sparingly and not invoked “lightly.”277 To shift
fees, the moving party must demonstrate “by clear evidence” that the non-moving
party acted with subjective bad faith.278 “Although there is no single definition of
273 See Athene Life & Annuity Co. v. Am. Gen. Life Ins. Co., 2019 WL 3451376, at *8 (Del.
Ch. July 31, 2019) (observing that “equity is superfluous” where declaratory relief affords
the requested protection, and that “this court does not enjoin hypothetical future breaches
of contract”).
274 See Pl.’s Post-trial Opening Br. 60-64.
275 Johnston v. Arbitrium (Cayman Islands) Handels AG, 720 A.2d 542, 545 (Del. 1998).
276 Gatz Props., LLC v. Auriga Cap. Corp., 59 A.3d 1206, 1222 (Del. 2012).
277 Auriga Cap. Corp. v. Gatz Props., 40 A.3d 839, 880 (Del. Ch. 2012) (citation omitted),
aff’d, 59 A.3d 1206 (Del. 2012).
278 Shawe v. Elting, 157 A.3d 142, 150 (Del. 2017).

52
bad faith conduct, courts have found bad faith where parties have unnecessarily
prolonged or delayed litigation, falsified records, or knowingly asserted frivolous
claims.”279
Techno-X contends that fee shifting is warranted because Spartan Forge
violated “unambiguous” contractual language, advanced “speculative defenses,” and
engaged in dilatory tactics.280 I previously sanctioned Spartan Forge for its pre-trial
discovery conduct, which sufficiently remedied that specific prejudice.281 Beyond
that, the defense of this action—while unsuccessful—was not glaringly egregious or
fraudulent. Taking aggressive positions that prove baseless after trial does not,
without more, demonstrate bad faith.282
Accordingly, I decline to depart from the American Rule. Each party will
bear its own attorneys’ fees and costs.
IV. CONCLUSION
Judgment is entered in Techno-X’s favor on its claims for breach of the
Exclusivity Provision in the Term Sheet and for breach of Sections 8.2(a)(v) and (xi)
279 Johnston, 720 A.2d at 546.
280 Pl.’s Post-trial Opening Br. 61-63.
281 See Order Granting Motion to Compel (Dkt. 54).
282 See eBay Domestic Hldgs., Inc. v. Newmark, 16 A.3d 1, 47 (Del. Ch. 2010) (explaining
that “vigorously defend[ing]” one’s “legal position without making frivolous arguments”
is not “glaring[ly] egregious” conduct supporting fee shifting under the bad faith
exception).

53
of the LLC Agreement against Spartan Forge. Judgment is entered in Techno-X’s
favor on its claim for breach of Section 7.2(c) of the LLC Agreement against
Thompson in his capacity as Managing Member. Judgment is entered in Spartan
Forge and Thompson’s favor on Techno-X’s remaining breach of contract claims
under Sections 8.2(b), 8.4, and 9.9 of the LLC Agreement. Judgment is entered in
Techno-X’s favor on Spartan Forge’s counterclaim seeking a declaration that the
Involuntary Termination was valid. Techno-X is entitled to $1 in nominal damages
from Thompson and the declaratory and equitable relief described above.
Within 10 business days, the parties must submit a proposed form of order to
implement this decision. The parties must also confer on and file a proposed
scheduling order governing the resolution of the remaining claims in this action.