ANEW Ventures II, LLC v. Terra Global Investment Management, LLC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ANEW VENTURES II, LLC, )
)
)
Plaintiff, )
) C.A. No. 2025-0774 MAA
v. )
)
)
TERRA GLOBAL INVESTMENT )
MANAGEMENT, LLC, and TERRA )
BELLA NBS CARBON POOL, LLC, )
)
)
Defendants. )

ORDER GRANTING TEMPORARY RESTRAINING ORDER

Date Submitted: July 11, 2025
Date Decided: July 11, 20251

Before the Court is Plaintiff Anew’s Motion for a Temporary Restraining

Order. The Court and the parties are familiar with the relevant factual background.

Briefly, in 2022 Anew and non-party Terra Global Capital executed the SPA,

1
This decision implements the oral ruling made on the recording during the hearing on
Plaintiff’s Motion for a Temporary Restraining Order on July 11, 2025. Judge Adams is
sitting as a Vice Chancellor of the Court of Chancery of the State of Delaware by
designation of the Chief Justice of the Supreme Court of Delaware pursuant to In re:
DESIGNATION OF THE HONORABLE Meghan A. Adams under Del. Const. art. IV §
13(2) dated July 9, 2025.
pursuant to which Anew became involved in various aspects of Terra’s business.2

The Terra Defendants are subsidiaries of Terra Global Capital.3 Contemporaneous

with the SPA’s execution, Anew entered into several “Transaction Documents”

including the AMA to which the Terra Defendants are also parties.4 Pursuant to the

AMA, Anew invested in a pooled fund, which sought to generate carbon credits for

participants.5 After three years, the pool had not produced any carbon credits for

investors and Anew terminated the AMA.6 The termination prompted a dispute that

ultimately led to Anew filing a suit for breach of contract and declaratory relief in

the Complex Commercial Litigation Division of the Superior Court of Delaware.7

The Terra Defendants moved to dismiss the Superior Court complaint, arguing

Anew’s claims were subject to arbitration pursuant to Section 20(a) of the AMA. 8

Anew disputes this, insisting its claims are properly before the Superior Court based

on Sections 7.10(b) and 7.06 of the SPA.9 While briefing on the motion to dismiss

was ongoing, the Terra Defendants initiated an emergency arbitration before the ICC

during the evening of July 3, 2025.10 Anew seeks a TRO to enjoin the Terra

2
See Complaint (hereafter “Compl.”), Ex. 1 (hereafter “Superior Court Compl.”), Ex 1.
(hereafter “SPA”) (D.I. 1).
3
See Compl. ¶ 12.
4
See id. ¶¶ 3, 13-14; Compl., Ex. 2, Exs. 1-2.
5
See Compl., Ex. 2, Exs. 1-2; id. ¶¶ 3-4, 13-14.
6
See id. ¶ 4; see generally Superior Court Compl.
7
See generally Superior Court Compl.
8
See Compl., Ex. 2.
9
Id.
10
See Compl. ¶¶ 8, 25; Compl., Ex. 4 (hereafter “Emergency Arbitration Application”).
2
Defendants from participating in the arbitration, to allow the Superior Court to

resolve the substantive arbitrability of the parties’ underlying dispute.11

Under well-settled Delaware law, the party seeking a TRO must show: “(i) the

existence of a colorable claim, (ii) the irreparable harm that will be suffered if relief

is not granted, and (iii) a balancing of hardships favoring the moving party.”12

Because TROs have a limited duration, courts conduct a “less-exacting review of the

merits [o]n a TRO” motion, than for “actions involving preliminary injunctive

relief.”13 “[T]he presence of imminent, irreparable harm” is the primary factor

governing the Court’s analysis, and a necessary element for granting a TRO.14

Indeed, if imminent irreparable harm exists, a TRO is ordinarily proper “unless: (1)

the claim is frivolous; (2) granting the remedy would cause greater harm than

denying it; or (3) the plaintiff has contributed in some way to the emergency nature

of the need for relief.”15

Anew has carried its burden concerning this essential element. Courts have

consistently held “the procession of an unwarranted arbitration poses the threat of

11
See generally Plaintiff’s Combined Opening Brief in Support of its Motions for Expedited
Proceedings and Emergency Temporary Restraining Order (hereafter “TRO Br.”) (D.I. 1).
12
CBOT Hldgs., Inc. v. Chi. Bd. Options Exch., Inc., 2007 WL 2296356, at *3 (Del. Ch.
Aug. 3, 2007).
13
Arkema Inc. v. Dow Chemical Co., 2010 WL 2334386, at *3 & n.26 (Del. Ch. May 25,
2010).
14
Wagner v. BRP Group, Inc., 316 A.3d 826, 857 (Del. Ch. 2024).
15
Sherwood v. Ngon, 2011 WL 6355209, at *6 (Del. Ch. Dec. 20, 2011) (internal quotes
omitted).
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irreparable injury to the party [] resisting arbitration.”16 The Terra Defendants

attempt to differentiate that caselaw, noting the emergency arbitration’s interlocutory

nature.17 Yet, that the emergency arbitrator’s decision is subject to review does not

overcome this Court’s repeated recognition that being compelled to arbitrate absent

an agreement to do so is an irreparable injury. Accordingly, the most important

factor indicates a TRO is warranted.

Balancing the equities leads to a similar conclusion. Again, this Court’s

precedent has squarely addressed the parties’ dispute. In Angus v. Ajio, LLC, Vice

Chancellor Glasscock held, “to force [a party] to arbitrate absent a contractual

obligation to do so involves a quantum of irreparable harm that outweighs the risks

of improvidently granting a preliminary injunction.”18 Similarly, in Argyle

Solutions, Inc. v. Professional Systems Corp., Vice Chancellor Noble stated, even if

the Terra Defendants are, “in fact, entitled to arbitrated this dispute…then a delay,

especially in light of the tardiness with which it has brought forth its claims, would

seem to be minimal.”19

16
Parfi Holding AB v. Mirror Image Internet, Inc., 842 A.2d 1245, 1259 (Del. Ch. 2004)
(citing Bd. of Educ. v. Sussex Tech Educ. Ass’n, 1998 WL 157373, at *5 (Del.Ch. Mar. 18,
1998)); see Brown v. T-Ink, LLC, 2007 WL 4302594, at *16 (Del. Ch. Dec. 4, 2007)
(“Delaware courts have consistently found that threatened, wrongful enforcement of an
arbitration clause constitutes sufficient irreparable harm to justify an injunction.”).
17
See Defendants’ Opposition to Plaintiff’s Motion for Emergency Temporary Restraining
Order (hereafter “TRO Opp’n”) at 17-20 (D.I. 9).
18
2016 WL 2894246, at *1 (Del. Ch. May 13, 2016),
19
2009 WL 1204351, at *4 (Del. Ch. May. 4, 2009).
4
The Terra Defendants argue their ongoing COCOMACIA project and

anticipated Kulera ARR project will suffer immediate harm absent Anew’s capital

infusion.20 The Court is dubious that the Terra Defendants’ harm is truly

“imminent,” thereby justifying emergency relief – especially with regards to the

nascent Kulera ARR project.21 Additionally, the Terra Defendants do not explain

why monetary damages would be insufficient to remedy any harm that actually

occurs while the parties dispute is litigated through the proper channel. Accordingly,

the balance of equities favors granting the TRO.

Finally, a colorable claim exists so long as the complaint states “a non-

frivolous cause of action.”22 The Court need not “determine the merits of the case

or even the sufficiency of the pleadings” to find a claim is colorable.23 Anew has

cleared that low threshold – stating a colorable claim that the parties’ dispute is not

subject to arbitration. Questions regarding relevant undefined terms in the SPA,

whether the forum selection clause binds the Terra Defendants as non-signatories,

and who should determine substantive arbitrability, show Anew’s argument is not

20
Id. at 20-23.
21
See Lechliter v. Del. Dep’t of Nat. Res. & Env’t Control, 2013 WL 5718888, at *3 (Del.
Ch. Oct. 22, 2013) (“[h]arm is not irreparable if it is easily avoided, nor is it imminent
where, like the danger [] allege[d] . . . it is months from arising.”); Alpha Builders, Inc. v.
Sullivan, 2004 WL 5383570, at *5 (Del. Ch. Nov. 5, 2004) (“[m]ere apprehension of
uncertain damage or insufficient remedy will not support a finding of irreparable harm.”).
22
Reserves Development Corp. v. Wilmington Trust Co., 2008 WL 4951057, at *2 (Del.
Ch. Nov. 7, 2008).
23
Rohm and Haas Co. v. Dow Chemical Co., 2009 WL 445612, at *2 (Del. Ch. Feb. 6,
2009).
5
frivolous.24 As their opposition brief evidences, the Terra Defendants certainly have

compelling arguments on each of those issues.25 Yet, the Court’s role here is not to

adjudicate the merits of the Terra Defendants’ motion to dismiss, but to determine

whether to maintain the status quo while that issue is litigated in Superior Court.

Because Anew has met the three TRO elements, the answer is yes. Therefore, the

Court GRANTS Anew’s motion and enters a TRO enjoining the Terra Defendants

from arbitrating while the Superior Court adjudicates the motion to dismiss.

When issuing a TRO, Court of Chancery Rule 65(c) requires the Court to

impose a bond “in such sum as the Court deems proper, for the payment of such

costs and damages as may be incurred or suffered by any party who is found to have

been wrongfully enjoined or restrained.” None of the parties addressed the bond

issue, and, therefore, a nominal bond of $5,000 is appropriate.

The Court is setting a hearing date of August 20, 2025 at 10:00 a.m. for a

combined hearing on Anew’s forthcoming Motion for a Preliminary Injunction in

this action and the Terra Defendants’ Motion to Dismiss in the Superior Court action.

IT IS SO ORDERED.

24
See TRO Br. at 22-36.
25
See TRO Opp’n at 7-15.
6