Shareholder Representative Services, LLC v. Follett Parent, LP

SUPERIOR COURT
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

June 25, 2026
Jaclyn C. Levy, Esq. Melissa Donimirski, Esq.
Samuel G. Gustafson, Esq. Stevens & Lee
Potter Anderson & Corroon LLP 919 North Market Street, Suite 1300
1313 N. Market Street, 6th Floor Wilmington, DE 19801
Wilmington, DE 19801

RE: Shareholder Represent v. Follett Parent, LP
C.A. No. N25C-12-337 MAA CCLD

Counsel:

The Court has reviewed Follett Parent, LP’s (“Defendant”) Motion for

Reargument and Shareholder Representative Services, LLC’s (“Plaintiff”)

opposition thereto. For the reasons stated herein, the Motion for Reargument is

DENIED.1

A motion for reargument “provide[s] the trial court with an opportunity to

reconsider a matter and to correct any alleged legal or factual errors prior to an

appeal.”2 Rule 59(e) of the Delaware Superior Court Civil Rules governs a motion

for reargument and requires the motion be filed within five days of the decision. A

motion for reargument “will be granted ‘only if the Court has overlooked precedent

1
The Court assumes familiarity with the facts. A detailed recitation of the facts can be found in
the Court’s memorandum opinion resolving Defendant’s motion to dismiss. S’holder
Representative Servs., LLC v. Follett Parent, LP, 2026 WL 1506785 (Del. Super. May 29, 2026).
2
Bowen v. E.I. duPont de Nemours & Co., Inc., 879 A.2d 920, 921 (Del. 2005) (citing Hessler,
Inc. v. Farrell, 260 A.2d 701, 702 (Del. 1969)).
Shareholder Represent v. Follett Parent, LP
C.A. No. N25C-12-337 MAA CCLD
Page 2 of 5

or legal principles, or the Court has misapprehended the law or the facts such as

would have changed the outcome of the underlying decision.’”3 Such motions

“should not be used merely to rehash arguments already decided by the court[.]”4

Defendant’s Motion for Reargument centers around Plaintiff’s allegation that

the Lumen Interest was sold at “four to five times less than [its] fair market value”

(Fair-Market Allegation).5 Defendant contends Plaintiff shifted the factual basis of

the Fair-Market Allegation during the pleadings stage.6 Defendant asserts the

Complaint based the Fair-Market Allegation on an “actual” sale,7 while Plaintiff’s

Counsel later represented in oral argument the Fair-Market Allegation was based on

“independent valuations.”8

Defendant now argues the Court should require Plaintiff to amend the

Complaint to reflect this shift in factual basis.9 Defendant contends the amendment

will appropriately narrow Plaintiff’s scope of discovery, which to date has been

overbroad and overly burdensome.10 Defendant also argues Defendant should be

3
Snipe v. Boulden Servs., LLC, 2024 WL 550095, at *1 (Del. Super. Feb. 8, 2024) (quoting State
v. Brinkley, 132 A.3d 839, 842 (Del. Super. 2016)).
4
Blevins v. Metzgar, 2017 WL 2709748, at *1 (Del. Super. June 22, 2017) (citing Woodward v.
Farm Family Cas. Ins. Co., 2001 WL 1456865, at *1 (Del. Super. Aug. 24, 2001)).
5
D.I. 1 [“Compl.”] ¶¶ 12, 41, 59, 67, 85; D.I. 46 [“Mot. for Reargument”] ¶ 1.
6
Mot. for Reargument ¶¶ 1, 20.
7
Id. ¶¶ 1, 8-10.
8
Id. ¶¶ 1, 11, 20-24.
9
Id. ¶¶ 5, 28-30.
10
Id. ¶ 4. Defendant argues Plaintiff now relies on its oral allegations to engage in “scorched-
earth discovery tactics” amounting to “harassment at the outset of discovery. Id. ¶ 5, 18.
Shareholder Represent v. Follett Parent, LP
C.A. No. N25C-12-337 MAA CCLD
Page 3 of 5

given an opportunity to challenge the reasonably conceivable nature of these

“independent valuations,” particularly because the Court relied upon the Fair-Market

Allegation to make a permissive inference for Count I.11

Defendant’s arguments are unconvincing. As Plaintiff highlights in its

opposition to the Motion for Reargument,12 the Court held Plaintiff pled “multiple

facts making it reasonably conceivable [Defendant] did not use reasonable best

efforts to sell the Lumen Interest at all relevant times.”13 Phrased differently, the

permissive inference the Court drew for Count I was not dependent on the Fair-

Market Allegation.

The Court found Plaintiff had plead at least two additional facts—both

independent from the Fair-Market Allegation—that justified the permissive

inference. First, Plaintiff alleged “[Defendant] had refused, on multiple occasions,

to provide evidence [Defendant] used reasonable best efforts.”14 Second, Plaintiff

alleged “[Defendant] received no offers to purchase the Lumen Interest in the first

thirty months after closing, but then received two offers within about a month

starting in late 2024.”15

11
Id. ¶¶ 5, 12-13, 20, 22. Defendant views the Fair-Market Allegation as “material” to Count I,
thus justifying reargument. Id. ¶ 13.
12
D.I. 50 [“Opp. Br.”] at 3.
13
S’holder Representative Servs., 2026 WL 1506785 at *8 (emphasis added).
14
Id.
15
Id.
Shareholder Represent v. Follett Parent, LP
C.A. No. N25C-12-337 MAA CCLD
Page 4 of 5

Either of these two facts, which Defendant omitted from its Motion for

Reargument, form a sufficient basis to draw the permissive inference Defendant “did

not use reasonable efforts to sell the Lumen Interest at all relevant times.”16 In other

words, even if Plaintiff had not pled the Fair-Market Allegation, the Court would

have reached the same dispositive inference for Count I. Defendant’s Motion for

Reargument must therefore be denied, as Defendant cannot show the outcome of the

Court’s underlying decision would have been different absent reliance on the Fair-

Market Allegation.17

In denying Defendant’s Motion for Reargument, the Court declines to address

Defendant’s discovery concerns. These concerns are more appropriately addressed

16
Id.
17
Plaintiff has requested, under the bad faith exception to the American Rule, fees and costs
incurred through responding to this motion. Opp. Br. at 7. “Delaware follows the general rule
that, regardless of the outcome of litigation, each party is responsible for paying his or her own
attorneys’ fees.” In re SS & C Techs., Inc. S’holders Litig., 948 A.2d 1140, 1149 (Del. Ch. 2008)
(citing Johnston v. Arbitrium (Cayman Islands) Handels AG, 720 A.2d 542, 545 (Del. 1998)). An
exception to the American Rule is bad faith. Id. The purpose of the bad faith exception is to “deter
abusive litigation in the future, thereby avoiding harassment and protecting the integrity of the
judicial process.” Kaung v. Cole Nat. Corp., 884 A.2d 500, 506 (Del. 2005) (internal citations
removed) (quoting Brice v. State, 704 A.2d 1176, 1178 (Del. 1998)). “The bad faith exception is
not lightly invoked.” Beck v. Atlantic Coast PLC, 868 A.2d 840, 851 (Del. Ch. 2005). “To award
fees under the bad faith exception, the party against whom the fee award is sought must be found
to have acted in subjective bad faith.” In re SS & C Techs., 948 A.2d at 1150. The party seeking
a fee award under the bad faith exception bears a stringent evidentiary burden of producing “clear
evidence” of bad-faith conduct. Beck, 868 A.2d at 851. The Court finds Plaintiff has not meet
this steep evidentiary burden, nor is there sufficient evidence Defendant has acted in subjective
bad faith by filing the motion for reargument. The Court therefore denies Plaintiff’s request for
fees and costs under the bad faith exception to the American Rule.
Shareholder Represent v. Follett Parent, LP
C.A. No. N25C-12-337 MAA CCLD
Page 5 of 5

in specific discovery motions, not on a motion for reargument.18 Separate discovery

motions will provide both Parties with a fair opportunity to fully brief any discovery

disputes between the Parties.

IT IS SO ORDERED.

Sincerely,
/s/ Meghan A. Adams
Meghan A. Adams, Judge

cc: All Counsel via File and Serve
MAA/ls

18
It is evident to the Court discovery disputes are underlying, and perhaps have prompted,
Defendant’s Motion for Reargument. A motion for reargument is not an appropriate motion to
address the scope of discovery or how discovery is being conducted by a party. If a discovery
dispute arises, an appropriate motion can be made to ensure discovery is conducted in a fair and
reasonable manner. Only at that time can the Court evaluate whether discovery is being conducted
appropriately.