Allan J. Camaisa v. Pharmaceutical Research Associates, Inc., a Virginia corporation

• Court: Court of Chancery of Delaware
• Decided: October 28, 2025
• Docket: C.A. No. 2019-0561-NAC
• Status: Published

Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ALLAN J. CAMAISA, as Seller’s ) Representative for SHAREHOLDERS OF ) PARALLEL 6, INC., ) ) Plaintiff, ) ) v. ) C.A. No. 2019-0561-NAC ) PHARMACEUTICAL RESEARCH ) ASSOCIATES, INC., a Virginia ) Corporation; and JOHN DOES 1-10, ) ) Defendants. )

POST-TRIAL MEMORANDUM OPINION

Date Submitted: January 21, 2025 Date Decided: October 28, 2025

Julia B. Klein, KLEIN, LLC, Wilmington, DE; Attorney for Plaintiff Allan J. Camaisa

Stephen B. Brauerman, Elizabeth A. Powers, Sarah T. Andrade, BAYARD, P.A., Wilmington, DE; F.M. Haston III, BRADLEY ARANT BOULT CUMMINGS LLP, Birmingham, AL; Kim Martin, BRADLEY ARANT BOULT CUMMINGS LLP, Huntsville, AL; Samuel Acker, BRADLEY ARANT BOULT CUMMINGS LLP, Dallas, TX; Attorneys for Defendant Pharmaceutical Research Associates, Inc.

COOK, V.C. This post-trial decision resolves the fraud and breach of contract claims of

Plaintiff Allan Camaisa, as Seller’s Representative for stockholders of Parallel 6, Inc.

(“P6”), against Defendant Pharmaceutical Research Associates, Inc. (“PRA”).

Plaintiff’s claims arise out of PRA’s 2017 merger with P6 (“Merger”) and the parties’

preceding negotiations. The parties effectuated the Merger via an Agreement and

Plan of Merger (“Agreement”). Notably, the Agreement provided for a $40 million

payment at closing and up to $10 million in contingent consideration if P6 hit certain

revenue targets within eighteen months.

Plaintiff alleges PRA fraudulently represented during a March 28, 2017, oral

conversation—for which there is no contemporaneous transcript or written

summary—that P6 would operate autonomously from PRA after the Merger.

Specifically, Camaisa asserts PRA’s CFO assured him P6 could continue selling to

PRA’s competitors post-Merger. P6 allegedly relied on that purported representation

in agreeing to the Merger and the Agreement’s earnout provisions. Plaintiff also

claims PRA breached the Agreement by knowingly undertaking post-Merger actions

for the primary purpose of frustrating P6’s achievement of the earnout.

After trial, the Court concludes Plaintiff has failed to prove its claims by a

preponderance of the evidence. Accordingly, judgment is entered in favor of PRA and

against P6 for the following reasons.

1 BACKGROUND

A. P6 Before the Merger

David Turner and Adam Halbridge founded P6 in 2009. Before the Merger,

Camaisa served as P6’s CEO, Turner as President, and Halbridge as the VP of Sales

and Business Development. 1 P6 developed cloud-based technologies in the

biopharmaceutical sector. 2 Specifically, P6 created software for the decentralized

clinical trial (“DCT”) industry, which allows patients to participate in clinical trials

remotely. 3 Pre-Merger, P6’s customers included a small number of clinical research

organizations (“CROs”) and biopharmaceutical companies. 4

P6’s flagship software, Clinical 6, was designed to show real-time data

analytics concerning DCT patient enrollment, engagement, and management. 5 P6

designed another product, Site Startup, for a specific CRO, 6 PPD. 7 PPD sought to

1 Tr. 5:16-6:17, 6:24-7:10, 7:22-8:10, 168:16-24, 170:16-171:6; PTO § 2, ¶¶ 2, 4. Citations to “Dkt.” refer to the docket in this matter. Citations to “Tr.” refer to the Trial Transcript. See Dkt. 145; Dkt. 146; Dkt. 147. Citations to “PTO” refer to the Joint Pre-Trial Stipulation and Order. See Dkt. 138. And citations to “JX” refer to the joint trial exhibits. 2 Tr. 8:5-10.

3 PTO § 2, ¶ 2; Tr. 8:24-9:22, 104:18-105:5,

4 Tr. 9:17-9:22; see Tr. 396:21-397:9 (PRA executive characterizing P6’s business before the

Merger). 5 PTO § 2, ¶ 3; Tr. 8:24-9:10; see Tr. 15:11-24 (discussing how Clinical 6 operates generally).

6 CROs are “research organization[s] that actually provide clinical trial services for [] pharma.” Tr. 9:23-10:3; see Tr. 390:18-391:4 (“you can think of CROs really as an adjunctive service to biopharmaceutical companies.”). When a biopharma company wants to outsource its clinical trial work, it disseminates a request for proposals to CROs who submit bids for the contract. See Tr. 390:18-391:20. As such the CRO industry is highly competitive and CROs do not typically “work with each other” or “shar[e] technology or information[.]” Tr. 391:21-392:2. 7 Tr. 17:17-18:2.

2 use Site Startup to help “start up [web]sites faster than they otherwise normally

would at the beginning of . . . patient recruitment for [] clinical trial[s].” 8

B. P6 and PRA Begin Discussing a Potential Acquisition

In 2016, Turner and Camaisa decided to sell P6 and hired an investment bank,

H2C, to help explore potential transactions. 9 Turner and Camaisa believed selling to

a larger company would enhance product distribution and allow P6 to grow. 10 P6 and

H2C met with several companies to discuss possible deals. 11 This included meeting

with PRA’s predecessor, PRA Health Science, a CRO with whom P6 had previously

worked. 12

From the outset, PRA expressed interest in acquiring P6. 13 PRA’s Executive

VP of Scientific and Medical Affairs, Kent Thoelke, 14 felt merging with P6 would

generate significant synergies—primarily “by incorporating [P6’s] platform into

[PRA’s] full-service delivery model.” 15 PRA believed P6’s software would provide “an

end-to-end solution for [its] virtual environment model” and make PRA the first CRO

8 Tr. 9:6-10.

9 Tr. 10:12-15; PTO § 2, ¶ 5; see Tr. 94:16-19 (noting H2C acted as P6’s investment banker).

10 Tr. at 10:16-23.

11Tr. 10:23-11:18 (testifying P6 met with at least five other potential buyers, including several CROs). 12 PTO § 2, ¶ 6; Tr. 11:19-12:17, 13:4-8; see JX39 (listing PRA as a CRO that had previously

awarded P6 a contract). 13 See Tr. 11:19-13:3; 392:13-393:21.

14 PTO § 2, ¶ 9.

15 Tr. 396:17-397:12; see JX11 (laying out Thoelke’s vision for how PRA would integrate P6’s

software). Thoelke communicated his vision concerning P6 and PRA’s integration with Turner and Camaisa. See, e.g., Tr. 399:7-20; JX23.

3 to “offer a full end-to-end virtual model” in the DCT sector. 16 A fully virtual clinical

trial model would give PRA a strategic advantage over competitor CROs. 17 P6 and

H2C believed a deal would benefit PRA, because P6’s technology was a potential

gamechanger in the industry, allowing PRA to capture market share. 18

Although P6 received other expressions of interest, 19 it preferred PRA as an

acquiror. 20 P6 “wanted to get [its] product out to pharma,” and PRA had relationships

with major biopharmaceutical companies that P6 “c[ould]n’t touch” on a standalone

basis. 21 Unlike P6, PRA had existing infrastructure to bring P6’s technology to a

broader market, including thousands of employees and a large sales division. 22 P6

believed a deal with PRA could “significantly enhance [P6’s] revenue pipeline” and

result in a billion-dollar growth opportunity. 23

16 Tr. 455:21-456:8; see JX11.

17 Tr. 398:2-399:1.

18 JX13; JX41.

19 Tr. 176:21-177:10; JX13.

20 Tr. 180:8-11 (Camaisa testifying that “I did like PRA Health better, to be frank about it.

So I kind of wanted [H2C] to work PRA more than I wanted to work [an alternative potential buyer].”). 21 Tr. 11:8-14, 26:13-22, 177:7-179:10, JX13.

22 See, e.g., Tr. 26:13-22, 179:1-10, 396:24-397:9.

23 See, e.g., Tr. 26:13-22, 179:1-10.

4 In late 2016, P6 and PRA began negotiating deal terms. Thoelke led PRA’s

deal team, which also included PRA’s General Counsel, and Linda Baddour, PRA’s

then-CFO. 24 Turner and Camaisa led negotiations for P6. 25

In December, PRA delivered a non-binding letter of intent to P6. 26 This initial

LOI estimated P6’s enterprise value at $25-35 million, and contemplated a

transaction where PRA would pay $15-20 million at closing, with the remainder

subject to an earnout. 27 Camaisa immediately resisted any earnout, 28 preferring to

receive “more cash and ideally stock” upfront. 29 Camaisa knew PRA was “going to

want to take over [P6] and run it their way” after any acquisition. 30 Thus, Camaisa

expressed that for an earnout to make sense P6 would need to continue to “execute

on initiatives with [PRA’s] competitor CRO’s [sic] post acquisition.” 31

Thoelke informed Turner that allowing P6 to continue selling to PRA’s

competitors would fundamentally undermine the deal’s business justification—

24 PTO § 2, ¶¶ 8-9; Tr. 518:11-23, 521:20-522:9.

25 PTO § 2, ¶ 7; see Tr. 396:3-16.

26 See JX14.

27 Id.

28 See JX18. Camaisa, an experienced businessperson, “was against an earnout” and considered including an earnout “stupid.” E.g., Tr. 173:19-174:14; JX02. 29 JX18; Tr. 183:11-183:15; see JX13.

30 Tr. 174:6-14, 175:10-24 (Camisa testifying that “I knew that full integration is probably

going to happen and [PRA is] going to want it.”); see JX02 (Camaisa writing that “[a]ny earn outs which we agree [to] is plain stupid” because “[a]ny 9th grader . . . will realize . . . [t]his cannot be a subsidiary or business unit where [PRA] want[s] to make sure [it] make[s] the 16M revenues to lose out on 300M in potential revenues by not having [P6] integrated into the entire company.”). 31 JX18; Tr. 183:23-184:9, 184:15-23. Yet, Camaisa “predicted [] in advance” that PRA would “tell [P6] not to sell to [its] competitors.” Tr. 184:10-14.

5 namely allowing PRA to differentiate itself in the highly competitive CRO market

and “take market share from competitor CROs by offering something they couldn’t.” 32

Yet, Thoelke told Turner that P6 could continue “business that was in flight . . . in an

RFP process” with other CROs. 33 Camaisa acknowledged that PRA restricting P6

from selling to other CROs would make triggering any earnout difficult. 34

In February 2017, PRA and P6 executed a revised non-binding LOI. 35 Despite

Camaisa’s reservations, the updated LOI contemplated an upfront purchase price of

$40 million and a contingent earnout payment of up to $10 million based on an

undetermined revenue target. 36 Around this time, PRA internally discussed looking

to “[o]perate P6 independently as a preferred vendor” before offering a “truly

integrated solution.” 37

32 Tr. 405:3-406:1 (emphasis added).

33 See, e.g., Tr. at 405:22-406:1, 459:15-460:10. “Work in flight” refers to preexisting business P6 had under existing contracts related to ongoing critical trials. Tr. 406:2-7. PRA would not ask P6 to stop these ongoing clinical trials for ethical and customer relationship reasons. Tr. 406:8-12. 34 See JX27 (“If we were acquired, our numbers for Covance/Labcop [sic], PPD, Inventive

would go away[.] We would have to emphasize, Pfizer, Sanofi, and GSK, and PRA strategic mid-long term objectives not in our original revenue projections. (still struggling about earn- out) Perhaps you have some detailed suggestions at our next meeting”); Tr. 185:23-186:21, 423:14-17. 35 PTO § 2, ¶ 14; JX119.

36 JX119.

37 JX48; see JX47.

6 C. Post-LOI Discussions and the March 28th Call

After executing the LOI, the parties continued discussions about the earnout

and revenue target, while PRA conducted further diligence. 38 H2C provided P6’s

financials to PRA and highlighted that revenue from other CROs was “at risk.” 39 PRA

used that information to prepare projections for P6’s post-merger financials. 40 These

PRA-generated projections removed P6 revenue from non-PRA CROs consistent with

the parties’ understanding that such revenue would trail off as the companies

integrated. 41 PRA used its projections to generate an earnout net revenue target of

$30-35 million over an 18-month period. 42 Yet, as P6 employees recognized, PRA’s

proposed earnout target did not account for the revenue lost from not selling to

competitor CROs. 43

After PRA conveyed its proposed earnout net revenue target, P6 attempted to

negotiate for a lower figure. 44 Camaisa reiterated his opposition to an earnout

generally, and voiced concern that PRA’s “[$]35.5 million” revenue target was “[v]ery

38 PTO § 2, ¶¶ 15-16.

39 JX43.

40 See JX101 (“P6 revenue projections based on probability weighted 2017 pipeline report

(excluding CROs).” (emphasis added)); JX106. 41 JX101; see JX106; Tr. 620:8-11.

42 JX61; JX62; JX70; JX71.

43 JX76 (noting PRA “gave [P6] no discount for expected lost CRO revenue” when calculating

the earnout threshold). 44 JX78 at PRAHS255380; Tr. 189:22-190:19.

7 unrealistic.” 45 Camaisa told Turner the earnout “[w]ould amount to zero,” because

P6 could not close large deals without his leadership. 46

On March 28, 2017, Turner and Camaisa had a conference call with Baddour

to discuss concerns about the proposed earnout revenue target (the “March 28

Call”). 47 The record contains no written documentation of what occurred on the

March 28 Call. 48 At trial, however, Turner testified the parties to the March 28 Call

discussed “how [] [] P6 was going to operate independently” after merging with PRA. 49

Two days later, Camaisa emailed Baddour writing that “since PRA will own the

company, PRA can do whatever they want” with P6. 50

The same day, Thoelke internally circulated a “Position Support Paper” to PRA

executives including Baddour. 51 The paper articulated the business case for the

Merger. 52 Specifically, Thoelke posited how acquiring P6 would position PRA as an

industry leader by “combin[ing] [] the P6 platform with PRAs data strategy.” 53 Thus,

45 Tr. 189:8-190:15.

46 JX36. Additionally, Camaisa predicted P6 would “get slaughtered” with “custom builds” for

PRA’s large biopharmaceutical clients. Id. 47 JX81; Tr. 22:24-23:14, 193:20-194:1.

48 See, e.g., Tr. 112:19-11:20.

49 Tr. 124:23-125:3; see Tr. 194:2-195:4 (Camaisa testifying similarly about the substance of

the March 28 Call). 50 JX89. Camaisa provided several examples of how PRA could target its biopharmaceutical company clients. Id. Camaisa wrote that these examples “illustrat[ed] the faste[st] way to the earnout[.]” Id. 51 See JX84.

52 See id.

53 Id. (noting “PRA historically ha[d] not centralized or brought in house any Patient Access

or Engagement technology.”).

8 Thoelke’s support paper contemplated a “fully integrate[d]” P6-PRA “[v]irtual model”

and did not mention P6 operating independently from PRA. 54

In April 2017, Turner emailed Thoelke about P6’s proposal for a research

initiative called the Million Veterans Program. 55 For P6 to pursue the Million

Veterans Program, it needed “a prime contractor already approved by the federal

government.” 56 Turner’s email noted that several third parties, including Quintiles,

another CRO, had contacted P6 about serving as prime contractor. 57 Turner asked

whether Thoelke had “any guidance or thoughts on any of those [third] parties whom

PRA may already prefer or not want us to work with.” 58 In response, Thoelke

forwarded the email to Baddour and PRA’s CEO, writing that he was “tempted to”

prevent P6 from working with “Quintiles[.]” 59 That statement was “in line with

[Thoelke’s] desire not to provide [P6’s] product to competitor CROs.” 60

During the same month, PRA’s executive team exchanged views on the scope

of P6’s integration over the first several months post-Merger. 61 Thoelke expressed

54 Id.

55See JX96. As Thoelke explained at trial, “[t]he Million Veterans Program was an application using the [Clinical 6] platform to register and collect data for veterans who were participating in healthcare.” Tr. 416:10-14. 56 Tr. 416:15-24.

57 JX96.

58 Id.

59 Id.At trial, Thoelke explained that he “was tempted just to lock out Quintiles from the bidding process, given they were a competitor.” Tr. 417:9-11. 60 Tr. 417:12-16.

61 JX97. See also JX47 (earlier discussions with PRA’s IT department).

9 an understanding that P6 would “operate as a[n] ‘independent’ unit with regard to

the Clinical 6 Platform for the near future.” 62 Baddour stated she “underst[oo]d the

need to leave the team to get on with their work but I also want a smooth integration

with our current IT roadmap.” 63

On May 9, PRA management gave a presentation to PRA’s board of directors

concerning the Merger with P6 revenue projections “based on a . . . pipeline report

(excluding CROs).” 64 The revenue projections contained line items for “P6 Revenue,”

“PRA Revenue Synergies,” and “Total Revenue,” and provided “IRR . . . on a combined

basis.” 65 At the meeting, PRA’s board approved the Merger and authorized execution

of the Agreement. 66

D. The Agreement, Closing, and Post-Closing Integration

On May 10, the parties executed the Agreement for the Merger, which then

closed the same day. 67 The Agreement provided for a $40 million closing payment

and “Contingent Consideration” of $7 to $10 million if P6 reached a net revenue target

of $23.8 to $34 million within eighteen months. 68 Turner, President of the post-

62 JX97. Thoelke’s position concerning P6’s post-merger independence was driven by IT integration concerns, not any earnout or prior representation to Camaisa or Turner. See id. (“I think at this stage we don’t have any idea how or what components would integrate into our IT roadmap.”). 63 Id.

64 JX106; see Tr. 465:2-465:20.

65 JX106.

66 PTO§ 2, ¶19

67 PTO § 2, ¶ 22; see JX112 (“Agreement”).

68 PTO, §2, ¶ 24.

10 Merger combined P6 entity, emailed senior PRA leadership to voice his excitement

about “crushing the competition” with PRA. 69

Two provisions in the Agreement are central to this action. Section 2.7(g)(i)

provides that “[PRA] shall not knowingly take (or knowingly cause any of its

controlled Affiliates to take) any action for the primary purpose of preventing the

achievement of the Contingent Consideration.” 70 Section 2.7(h) states:

Subject only to the specific restrictions contained in Section 2.7(g), the Sellers Representative (on behalf of the Sellers) acknowledges and agrees that (i) Parent and its Affiliates will be entitled to effect the integration of the Surviving Corporation and its business, assets and personnel with Parent and its Affiliates, (ii) Parent and its Affiliates shall have the right to direct the overall operations and strategy of the business of the Surviving Corporation and may make all management decisions with respect to the Surviving Corporation and its business (including all decisions with respect to the research, development, marketing and sale of its products and services) . . . .” 71

Thoelke began integration efforts immediately after the Merger closed. On the

day of closing, Thoelke emailed Turner to schedule a meeting concerning “immediate

69 JX108 at PRAHS0022398; PTO § 2, ¶23.

70 PTO, §2, ¶25; Agreement § 2.7(g)(i).

71 PTO § 2, ¶ 26; Agreement § 2.7(h). Section 6.6 provides, “[t]his Agreement (including any annexes, schedules and exhibits hereto and the other Transaction Documents constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with the respect to the subject matter hereof.” PTO § 2, ¶ 27; Agreement § 6.6. The Agreement does not contain an anti-reliance clause. Instead, Section 6.13, entitled “No Waiver or Limitation Relating to Claims of Fraud,” provides that, “[n]otwithstanding anything to the contrary contained in this Agreement, none of the provisions set forth in this Agreement shall be deemed a waiver or other limitation by any Party of any right or remedy which such Party may have at Law or in equity against a Person based on any fraud.” PTO, §2, ¶28; Agreement § 6.13 (emphasis added). Section 5.5(d) also expressly carves out fraud from the parties’ bargain that indemnification serves as the exclusive remedy for claims based on the Agreement. Agreement § 5.5(d) (referencing indemnification as exclusive remedy “absent fraud” and waiver of claims except “claim based on or arising from fraud”).

11 and short term needs . . . for integration.” 72 In June, Thoelke held an integration

meeting with top pre-Merger P6 executives. 73 PRA identified biopharma companies

BMS and Takeda as “key client engagements,” which Halbridge acknowledged “had

significant revenue-generating potential for P6 and warranted P6’s primary focus.” 74

At the same time, PRA trained its global sales team on Clinical 6 and began including

the software in most of its proposals. 75

A couple months post-closing, Thoelke instructed employees to stop selling

Clinical 6 as a “stand alone solution.” 76 Turner understood Thoelke’s email as a

direction that P6 “could no longer sell to [competitor] CROs, and [] [] no longer license

[Clinical 6] to pharma if PRA was not running the trial.” 77 Although Turner “didn’t

like” Thoelke’s instruction, he complied because Thoelke “was [his] boss.” 78 When

Thoelke later discovered P6 “w[as] attempting to sell to [] a CRO,” he raised the issue

with Turner and reaffirmed “[P6] can’t sell to CROs.” 79 Turner did not push back by

72 JX110.

73 JX128. Meeting attendees included Jesse O’Gormon, Bratt Pruitt, and Halbridge. 74 JX424 at ¶ 8.

75 See, e.g., Tr. 437:11-14, 444:24-445:9, 541:9-12. Thoelke emailed executives stating that “[w]e need to be clear – SALES PEOPLE should not be selling this [Clinical 6] [as a] standalone solution.” JX132. 76 JX132.

77 Tr. 35:2-36:9.

78 Tr. 36:24-37:3, 38:6:11. In his conversations with Thoelke regarding the instruction not to sell to CROs, Turner did not mention any alleged promise by Baddour. See Tr. 37:4-38:5. 79 Tr. 39:24-40:7.

12 pointing to a claimed pre-Merger promise regarding P6’s post-Merger autonomy;

instead, Turner apologized and admitted that it “shouldn’t have happened.” 80

E. PRA Scales Back P6’s Software After Poor Performance Post-Closing

As the parties anticipated pre-Merger, PRA’s post-closing efforts resulted in

overwhelming deal flow for P6. 81 Thoelke noted, “[P6] ha[s] never seen this type of

volume—nor had the added pressure of delivery expectations that our clients will

[put] on them.” 82 PRA asked P6 to develop a resource plan so it could execute on

existing and anticipated work while still delivering high quality products. 83 Those

efforts had little success.

In September 2017, O’Gorman confirmed that “project timeline and product

quality issues [were] popping up daily” for P6, and Thoelke’s requested “resource

planning” remained an open item. 84 PRA began receiving complaints from its large

pharmaceutical clients concerning P6. 85 For example, Sanofi complained that “basic

things don’t work” in P6’s deliverables, asking if P6 had prior experience with clinical

80 Tr. 40:7-9.

81 See JX166.

82 Id.

83 Id.; JX152.

84 JX168. To increase efficiency, the integration team created a “go/no go” checklist to tailor P6’s inclusion in ongoing proposals. JX424 ¶ 9. At the same time, Halbridge, head of sales and business development for P6 post-Merger, terminated one of P6’s internal salespeople who “never met or c[a]me close to meeting sales targets [P6] . . . set for him.” JX167; see Tr. 633:11-20 (Halbridge testifying concerning the firing of another P6 salesperson whose performance “was less than our expectations.”). 85 See, e.g., JX170.

13 trials and adding it was “embarrassed to roll out these apps.” 86 Sanofi told PRA that

P6’s technology “would be better for designing apps for lawn mowers etc.” 87 Similarly,

BMS informed PRA it would not approve P6 for its services. 88 When Thoelke pressed

for an explanation, 89 BMS responded that its concern was P6’s performance and

assurance of delivery. 90 These complaints prompted Thoelke to schedule a call with

P6 to analyze its pipeline, develop resource planning, and establish targets to help

P6 staunch the issues. 91 Thoelke continued to work with P6 toward meeting resource

needs and timelines as well as performance. 92 At this point, PRA had shelved Site

Startup in favor of its own software and P6 was focusing on Clinical 6. 93 But more

issues arose in 2018.

86 Id.

87 JX182.

88 JX183.

89 JX185.

90 Id.Thus, while Thoelke’s offered a price concession, that was not enough to get BMS on- board with P6. 91JX209. PRA executives discussed “slow[ing] [P6] down” and not accounting for any material revenue for P6 in PRA’s Q4 financials to be “conservative.” JX201. 92 JX275 (“We have an incredibly exciting future ahead of us—but we just need to get the

fundamentals in place so our foundation is strong and will enable and support growth and expansion”). 93 JX229. PRA preferred its own software, PSO, because it is “web-based.” Id. PPD’s termination of its exclusive licensing agreement with P6 also informed the decision to shelve Site Startup. See JX125; Tr. 17:17-18:2 (noting P6 specifically developed Site Startup for PPD). See also JX116 (stating PRA initially intended to “mov[e] forward” with Site Startup post-Merger).

14 In February 2018, Sanofi requested a meeting with PRA to address ongoing

concerns with P6. 94 Sanofi had engaged in “a series of escalations,” such that its

procurement team planned to present the “timeline and financial impacts” of P6’s

shortcomings and “ask that [PRA] share [associated] costs.” 95 The Sanofi meeting

prompted PRA to pause including P6 in new proposal requests. 96 Similarly in May,

another biopharmaceutical client, Paratek, flagged issues with Clinical 6. 97 Paratek

identified “performance issues in the test environment,” “concerns over the quality of

the application and the experience,” “poorly written” scripts, and a lack of “complete

instructions.” 98 Thoelke told Turner, “[t]his is . . . ruining credibility—after Sanofi I

would have expected this would have gone very well. It concerns me that we have

sold this to BMS and I’m even less inclined to include on Gilead unless I can get a

plan in place to fix these errors.” 99

Around this time, Thoelke concluded P6’s Ruby on Rails coding infrastructure

needed to be replaced with a more modern language, so P6 could configure trials

“more quickly and deliver on our timelines.” 100 Some P6 executives agreed,

94 JX307.

95 Id. Specifically, Sanofi requested a “[$]1.5M refund for undelivered work.” JX317. 96 PTO § 2, ¶ 31; see JX319. PRA had already included P6 in over fifty outstanding proposals, and Thoelke “want[ed] to ensure that we have the resources and capability to deliver that work.” JX319. 97 JX373.

98 Id.

99 Id.

100 Id.; see Tr. 448:18-23.

15 expressing “imminent concern that the business could collapse if [P6] didn’t [change

its coding language].” 101 Turner, however, resisted changing P6’s coding language.102

F. Revenue Declines, Turner Departs, and P6 Misses the Earnout

Unsurprisingly, PRA’s scaling back of P6 in the wake of customer complaints

impacted revenue. In preparing its 2017 Form 10-K, PRA decided to release P6’s

earnout liability because the combination of P6’s actual 2017 revenue and budgeted

2018 revenue was less than $15 million, $8.3 million short of the minimum earnout

threshold. 103 PRA’s auditors at Deloitte & Touche approved that decision. 104

Turner then requested a formal meeting with Thoelke to discuss items he

believed were hindering P6’s ability to achieve the earnout. 105 Turner also forwarded

a complaint letter from Camaisa and other P6 stockholders. 106 Thoelke was largely

non-responsive, but concluded Turner “had a completely different vision for the way

the product should be built.” 107 In July 2018, Thoelke informed P6 and PRA that

Turner was “exiting the organization.” 108 Camaisa was appointed Seller’s

Representative in January 2019. 109

101 Tr. 449:11-14.

102 Tr. 448:23-24; see Tr. 430:23-24.

103 JX305; JX428; Tr. 593:19-22; PTO, §2, ¶ 29.

104 JX301.

105 PTO § 2, ¶¶ 32-33; JX345.

106 JX361; JX349; Tr. 449:15-19.

107 JX349; see JX352; Tr. 449:15-19.

108 JX390.

109 PTO § 2, ¶ 39.

16 P6’s final earnout revenue for the eighteen months after the Merger closed was

approximately $10 million. 110 Therefore, PRA did not pay P6 any earnout under the

Agreement’s terms. 111 This prompted Plaintiff to commence this action in July 2019.

STANDARD OF REVIEW

A party asserting either fraud or breach of contract must prove its claim by a

preponderance of the evidence. 112 A preponderance of the evidence means “proof that

something is more likely than not.” 113 In a bench trial “the judge sits as both arbiter

of law and factfinder.” 114 As factfinder, the Court determines witness credibility, can

accept or reject specific testimony, and evaluates conflicting evidence. 115

ANALYSIS

A. Plaintiff’s Fraud Claim

Plaintiff alleges Defendants fraudulently induced P6 to sign the Agreement

and enter the Merger by falsely representing P6 would operate as a stand-alone entity

110 Id. ¶ 38, JX407.

111 PTO, §2, ¶ 38, JX407. ICON acquired PRA in 2021 for an estimated $12 billion and continues to use P6 technology, albeit with Java coding infrastructure. PTO §2, ¶¶ 40-41; JX419; Tr. 345:15-23, 452:12-453:3. 112 NetApp, Inc. v. Cinelli, 2023 WL 4925910, at *12 (Del. Ch. Aug. 2, 2023) (“Each element

of fraud must be proven by a preponderance of the evidence.”); Kuramo Capital Management, LLC v. Seruma, 2024 WL 1888216, at *29 (Del. Ch. Apr. 30, 2024) (“A party seeking to enforce a contract must prove each element of its breach of contract claim by a preponderance of the evidence.”). 113 Agilent Techs, Inc. v. Kirkland, 2010 WL 610725, at *13 (Del. Ch. Feb. 18, 2010).

114 Jackson v. State, 21 A.3d 27, 38 (Del. 2011).

115 Movora LLC v. Gendreau, 2025 WL 2502457, at *7 (Del. Super. Aug. 29, 2025) (citations

omitted); see Unico Commodities, LLC v. Lofty Links, LLC, 2025 WL 638631, at *4 (Del. Super. Feb. 25, 2025) (the Court “retains discretion to determine which evidence deserves more weight.”).

17 and sell to competitor CROs in the eighteen months post-closing. 116 To prevail on

that claim, Plaintiff must establish:

(1) [] defendant[s] made a false representation; (2) [] defendant[s] knew the representation was untrue or made the statement with reckless indifference to the truth; (3) defendant[s] intended for the plaintiff to rely on the representation; (4) [] plaintiff justifiably relied on the representation; and (5) [] plaintiff suffered causally related damages. 117

Plaintiff’s fraudulent inducement claim fails, because the trial record does not prove

Defendants made a false statement by a preponderance of the evidence. 118 Yet even

if Plaintiff had proven a false statement, evidence shows a lack of justifiable reliance.

1. Plaintiff Did Not Prove an Actionable False Statement

Plaintiff argues Baddour knowingly misrepresented on the March 28 Call that

P6 could independently sell to competing CROs during the earnout period. That

supposed misrepresentation allegedly induced P6 to enter into the Agreement and

accept the earnout provision therein. As discussed, there is no contemporaneous

record of what was said on the March 28 Call. Therefore, I rely on the evidence

following the call, as well as the trial testimony, to discern whether Baddour made

the alleged misrepresentation.

116 Dkt. 34 ¶¶ 71-78.

117 Vichi v. Koninklijke Philips Electronics, N.V., 85 A.3d 725, 807 (Del. 2014).

118 See Oracle Partners, L.P. v. Biolase, Inc., 2014 WL 2120348, at *19 (Del. Ch. May 21, 2014)

(concluding a fraud claim failed “for want of a valid premise: [defendant] did not make any false statements or omissions.”).

18 I first note that the Agreement’s text directly contradicts the statements

Baddour allegedly made on the March 28 Call. Rather than reference P6’s alleged

ability to operate as a quasi-independent entity, the Agreement states:

(i) [PRA] and its Affiliates will be entitled to effect the integration of [P6] and its business, assets and personnel with [PRA] and its Affiliates, (ii) [PRA] and its Affiliates shall have the right to direct the overall operations and strategy of the business of [P6] and may make all management decisions with respect to [P6] and its business (including all decisions with respect to the research, development, marketing and sale of its products and services)[.] 119

This language empowers PRA to make all managerial decisions concerning P6 post-

Merger, including restricting to whom P6 could sell its products or integrating P6’s

with PRA. 120 Based in part on this provision, Halbridge testified he (1)

“underst[oo]d[] that, after the [Merger] with PRA closed, PRA would own and control

P6”; (2) “did not believe P6 would operate independently of PRA”; and (3) “understood

that PRA and its management would have the right to direct P6[] sales efforts.” 121

119 Id. § 2.7(h). Plaintiff retorts that the Agreement did not specifically prohibit P6 from selling to PRA’s CRO competitors post-Merger, but this too is unpersuasive given the Agreement’s express grant of sweeping managerial authority to PRA. See id. (explicitly providing PRA “shall have the right to . . . make all management decisions with respect to the . . . sale of [P6’s] products and services.” (emphasis added)). 120 See Paperless Solutions Group, Inc. v. MIB Group, Inc., 2025 WL 1466603, at *4 (Del.

Super. May 21, 2025) (holding similar contractual language “grant[ed] [buyer] absolute discretion to determine” how to operate the acquired business). 121 Tr. 616:17-25, 624:16-625:7; JX424. As a P6 stockholder, Halbridge would be entitled to a portion of the recovery if Camaisa prevails in this action. Tr. 616:20-24. This bolsters his credibility as his statements are, to some degree, against his interest. See Outten v. State, 650 A.2d 1291, 1297 (Del. 1994) (“self-inculpatory statements are inherently reliable and trustworthy.” (internal quotes omitted)). That said, Halbridge is also a current employee of non-Party ICON, which acquired PRA after the events at issue. See Tr. 617:5-8. I accordingly consider and weigh Halbridge’s testimony alongside the other evidence presented at trial, which I find ultimately compels the same conclusions.

19 Camaisa, an experienced and sophisticated party, 122 contractually agreed that

PRA could integrate P6’s business, direct P6’s operations, and make all decisions

regarding P6 sales. 123 During the early- to mid-Merger negotiations, Camisa was

intensely focused on preventing inclusion of an earnout, which he had been “against”

from the beginning. 124 Camaisa unquestionably knew of the earnout’s eventual

agreed-upon inclusion and its triggers. And concerns notwithstanding, Camaisa

executed the Agreement, a mere month after his March 28 Call with Baddour during

which she purportedly made representations regarding P6’s supposed independence.

Thus, the Agreement’s plain terms severely undermine Plaintiff’s arguments

concerning the substance of the March 28 Call and whether P6 believed it would

operate autonomously after the Merger with respect to CRO sales. 125

122 Indeed, it was notable at trial how often Camaisa emphasized his experience and business

acumen. See Tr. 169:1-170:12 (Camaisa discussing his business experience), 174:8-9 (“I just knew it as a CEO. As a CEO, I know how CEOs think.”), 175:10-11 (similar), 184:10-14 (similar), 187:5-8 (similar), 196:15-17 (similar). Camaisa testified that he had specific “experience [] growing businesses and selling them to public companies,” such that he knew how the process went and things to avoid. Tr. 169:1-3; see Tr. 173:23-174:1 (“my first two companies I sold, I had no earnout. I knew better. No earnout.”). 123 See Agreement at Signatures. Although Camaisa felt the Agreement was “sloppy” he nevertheless signed and “took responsibility for it . . . as the CEO[.]” Tr. 229:13-231:1. 124 See Tr. 173:23-174:4 (“I was against an earnout . . . Q. Do you remember saying that an

earnout would be stupid? A. Yes.”); JX2 (November 1, 2016, email in which Camaisa wrote, “Any earn outs which we agree [to] [are] plain stupid[.]”); JX13 (December 21, 2016 email in which Camaisa expressed skepticism regarding any earnout). 125 This conclusion is not inconsistent with the Court’s prior ruling on Defendant’s Motion for

Partial Summary Judgment. As noted therein, for purposes of the motion, “[D]efendant [was] not contesting that Baddour made the statements that [P]laintiff claims she made” on the March 28 Call. Dkt. 128, Tr. 17:1-4; see Dkt. 217, Tr. 67:9-:18. Thus, the Court’s prior decision did not directly address whether Baddour made the alleged statement. Instead, given the procedural posture and arguments advanced, on top of the unusually broad sweep of Section 6.13, the Court held there were “genuine disputes of material fact” regarding the nature and

20 Further, the parties’ actions following the March 28 Call compel the conclusion

that Baddour did not make an actionable false representation concerning P6’s post-

Merger independence. For example, in an email sent just two days later Camaisa

wrote, “I want to clarify that since PRA will own the company, PRA can do whatever

they want” with P6. 126 Similarly, P6 executives acted consistent with the

understanding that P6 would not operate independently or sell to competitor CROs

post-Merger. Turner asked Thoelke for “guidance” on what partners “PRA may []

prefer or not want [P6] to work with” for the Million Veterans Program. 127 He also

followed Thoelke’s instruction to stop selling to other CROs and specifically agreed

post-Merger sales to competitors “shouldn’t have happened[.]” 128 Turner’s silence

extent of Baddour’s alleged representation that had to be resolved post-trial. See id. Tr. 17:5- 18:12; Carrow v. Arnold, 2006 WL 3289582, *9 (Del. Ch. Oct. 31, 2006) (finding post-trial that “[a]n oral promise also may amount to fraud when the promisor makes a promise with not intention of keeping it.”). Additionally, given the bargained-for, atypical preservation of “any fraud” claim “[n]otwithstanding anything to the contrary contained in th[e] Agreement,” denial of summary judgment was warranted to allow further factual development. Agreement § 6.13; see Dkt. 128, Tr. 32:15-23 (explaining the issues “deserve a fully developed factual record to enable me to apply the law to the facts with precision.”); see also Acierno v. Goldstein, 2004 WL 1488673, at *6 (Del. Ch. June 25, 2004) (“The Court has the discretion to deny summary judgment where additional factual development would clarify the law or its factual application.”). 126 JX89.Similarly, Turner’s closing-day email shows he expected P6 to operate “as part of the PRA family” and “crush[] the competition.” JX108. 127 JX96. Thoelke’s reaction suggests he too thought PRA had the authority to direct P6’s sales activities and prevent any dealings with competitor CROs. See id. (“At this stage I’m tempted to just. Lock [sic] Quintiles?”). Plaintiff’s argument that Thoelke’s response shows that “[c]learly there was no directive not to sell to CROs, because otherwise Turner would have simply excluded Quintiles” misses the mark. Dkt. 160 at 12-13. The issue for Plaintiff’s fraud claim is not whether PRA imposed a blanket ban on P6’s ability to contract with CROs, but whether Baddour falsely represented on the March 28 Call that P6 would operate independently and could continue to sell freely to other CROs post-Merger. 128 Tr. 40:7-9.

21 concerning Baddour’s alleged promise and affirmation of PRA’s ability to restrict P6’s

sales shows that Plaintiff’s current interpretation, in litigation, of the March 28 Call

does not jive with the parties’ contemporaneous understanding of the March 28 Call

or how P6 would operate post-Merger.

Contrary to Plaintiff’s assertion, the trial testimony does not support finding

Baddour made the alleged false representation. Unsurprisingly, the testimony

concerning the long-since-passed March 28 Call is contradictory and inconclusive.

Baddour did not remember the March 28 Call. 129 Baddour did, however, suggest she

would not have told Camaisa and Turner that P6 could “be autonomous after an

acquisition,” because that “would not have been [PRA’s] normal procedure.” 130 PRA

documents appear consistent with that statement. 131 Baldor testified she probably

said PRA would likely allow P6 to complete its existing contracts with competitor

CROs. 132 But, she also testified that she communicated to Camaisa and Turner that

they should “not [] expect[] CROs to continue to buy [] from us” as “competitors don’t

129 Tr. 524:23-535:6.For Baddour, PRA’s then-CFO, the March 28 Call was a small part of a busy schedule and one of only a few interactions she had with Camaisa concerning the Merger. See Tr. 524:10-16. Baddour was not a primary negotiator for the Merger and did not have regular contact with the P6 deal team. Thus, I am not surprised that Baddour did not recall the March 28 Call and do not hold her lack of recollection against her for credibility purposes. 130 Tr. 533:18-23.

131 See JX47; JX97.

132 Tr. 530:13-20 (testifying if P6 was already in a relationship with a CRO, it probably stayed in there.”).

22 normally want to share . . . visibility into their pipeline.” 133 That statement is

consistent with Camaisa’s pre-Merger expectations concerning PRA’s plans for P6. 134

Turner and Camaisa had a different, though inconsistent, recollection of the

March 28 Call. Turner testified Baddour stated P6 “would be able to sell directly to

[its] pipeline” and operate as an “independent business unit.” 135 He recalled Baddour

promising to “leave [P6] alone” and “plug [P6] into [PRA’s] existing sales cycles”

without disrupting P6’s pipeline or existing relationships. Camaisa asserted Baddour

stated “w[ith] no hesitation” that P6 could continue “selling to CROs . . . post-

acquisition.” 136 Yet, he also testified Baddour came off “like a salesman” and stated

that “we’re going to let you sell. Sell, sell, sell. You gave us your pipeline. Do it.

Execute. And we’ll support you guys and, you know, make your numbers.” 137 That

type of salesmanship was consistent with Camaisa’s pre-Merger expectation that the

true value of the deal was the potential for massive growth following P6 and PRA’s

integration. 138 That Baddour highlighted growth potential on the March 28 Call is

133 Tr. 524:17-525:1.

134 Tr. 174:8-14. “I just knew it as a CEO . . . [PRA is] going to want to make over the company and run it their way and move the accounts – go after the big fish, the billion dollar companies that[] [are] not in our pipeline. And I made that clear to Linda Baddour.”); Tr. 175:10-20 (“I knew that full integration is probably going to happen and [PRA is] going to want it . . . Intuitively I knew [] and everybody else did . . . that [P6] probably may lose CRO revenue because they consider [PRA] a competitor and they’ll have an excuse to terminate [P6].”). 135 Tr. 24:8-12.

136 Tr. 197:1-16.

137 Tr. 195:19-196:7.

138 See, e.g., JX13 (“An earnout is small thinking . . . the bigger number is 1B in future growth

at stake for PRA. This is a major game changer for the CRO industry and more people have gone to [sic] mobile 6x in the last 5 years. The desktop software is dying, Medidata, ERT,

23 also consistent with the unprecedented increase in volume P6 experience post-Merger

after accessing PRA’s customers. 139 Taken together, this evidence along with

Camaisa’s testimony suggests that, at best for Plaintiff, Baddour’s salesman-like

statements on the March 28 Call were the sort of “non-actionable puffery” that cannot

support a fraud claim. 140

Ultimately, it is frankly difficult to know what precisely occurred on the March

28 Call. What the Court knows for certain, however, is (1) the Agreement granted

PRA broad discretion to operate P6 as it saw fit; (2) post-Merger, the parties acted

consistent with the understanding that PRA could restrict P6’s sales to competitor

CROs; (3) Baddour provided credible, document-supported testimony that she would

not have told Camaisa and Turner that P6 could operate independently; and (4)

Camaisa testified, consistent with other evidence, that Baddour came off like a

“salesman” on the March 28 Call by touting P6’s post-Merger growth potential. This

all strongly suggests Baddour did not make an actionable false statement on the

Bioclinica realize this. [PRA] will surpass them because they don’t have a patented end to end Clinical Platform” like P6). 139 See, e.g., JX166 (“[P6] ha[s] never seen this type of volume—nor had the added pressure

of delivery expectations that our clients will [put] on them.”). 140 Trifecta Multimedia Hldgs., Inc. v. WCG Clinical Servs. LLC, 318 A.3d 450, 463-64 (Del.

Ch. 2024) (holding generic statements about an acquiror being “the best partner to accelerate growth” or that the seller would benefit from “collaboration, coordination and shared relationship” are “non-actionable puffery,” insufficient to support a fraud claim); see Trenwick Am. Litig. Trust v. Ernst & Young, L.L.P., 906 A.2d 168, 209 (Del. Ch. 2006) (explaining “statements of expectation or opinion about the future of the company and the hoped for results of business strategies” are “generally not actionable” for fraud claims); Solow v. Aspect Res., LLC, 2004 WL 2694916, at *3 (Del. Ch. Oct. 19, 2004) (concluding statements praising a party’s “skill, experience, and resources . . . cannot form the basis for a fraud claim.”).

24 March 28 Call. Just as glaring is the lack of contemporaneous record evidence one

would expect if Baddour had made the alleged statements. Given Camaisa’s business

acumen and skepticism concerning earnouts, at a minimum one would expect him to

document any promise concerning P6’s post-Merger operations that made accepting

an earnout less, in his words, “stupid.” 141 Similarly, Turner would have raised

Baddour’s supposed representation, not acquiesced, when PRA limited sales to

competitor CROs. Therefore, I conclude Plaintiff has not carried its burden of proving

that Defendants made an actionable false statement sufficient to sustain the fraud

claim.

Plaintiff points to a smattering of stray documents to resist that conclusion.

Although the documents Plaintiff cites shows his fraud claim was not frivolous, they

do not overcome the evidence discussed above.

First, Plaintiff points to Baddour’s “acknowledgement of the Acurian model” in

response to Camaisa’s March 30 email as showing that “PRA was not concerned about

selling to other CROs.” 142 The Court disagrees. The Acurian model may have been

“a good case study” concerning how P6 could operate independently post-Merger. 143

Yet, it stretches beyond reasonableness to infer from Baddour’s generic response that

she agreed to implement any such model during the March 28 Call or stated PRA was

141 See JX02.

142 Dkt. 154 at 28; see Tr. 205:5-8.

143Tr. 202:9-205:8 (Camaisa testifying the “Acurian model” was an example of a P6-like entity, Acurian, being acquired by a CRO, PPD, yet still selling to other competitor CROs.).

25 not concerned about selling to other CROs. 144 Indeed, Camaisa testified that Baddour

stated P6 “could probably do the same thing”, not that PRA would certainly follow

the Acurian model. 145 Such a “‘statement of opinion’” cannot support “‘a claim of

fraud’” simply because it “‘did not prove to be an accurate forecast of the future[.]’” 146

Second, Plaintiff points to a series of internal emails from before and after the

March 28 Call where PRA executives discussed looking to “[o]perate P6

independently as a preferred vendor” before offering a “truly integrated solution.” 147

Although these communications may suggest Baddour, or some other PRA executive,

could theoretically have told Camaisa or Turner that P6 would operate independently

for some time post-Merger, they do not compel finding an actionable

misrepresentation. For one, it is not clear that P6 ever saw these communications,

such that the emails themselves could be the source of an actionable fraudulent

statement. 148 More importantly, the emails’ full text shows any consideration of

potential temporary independence was driven by concerns over the technical

feasibility of complete integration immediately after closing, not the promise Plaintiff

144 Specifically, Baddour replied, “Thank you! I look forward to continuing this process.” JX88.

145 Tr. 203:8-14.

146 Appel v. Berkman, 180 A.3d 1055, 1060 n.25 (Del. 2018) (quoting Commc’n Corp. BVI v.

Advanced Mobilecomm Techs. Inc., 854 A.2d 121, 148 (Del. Ch. 2004)). 147 JX48; JX47; see JX97.

148 See Twin Coach Co. v. Chance Vought Aircraft, Inc., 163 A.2d 278, 284 (Del. Super. 1960)

(holding a plaintiff asserting fraud must show “[t]he deceiver [] ma[d]e a false representation of a material fact to the victim[.]” (emphasis added)).

26 alleges. 149 That PRA executives thought they could dictate the timing and extent of

integration supports, rather than undermines, the conclusion that Baddour made no

absolute representation concerning P6’s independence.

Finally, Plaintiff relies on the fact that PRA prohibited P6 sales to competitor

CROs post-Merger. Weighing the evidence, the extent of any such prohibition is

frankly unclear. Although PRA barred generating new business with competitors,

Thoelke informed P6 it could sell to CROs with whom P6 had existing or “in flight”

contracts. 150 Additionally, the facts suggest PRA was driven in part by a decision to

prioritize its clinical trial customers, once it was clear that P6 could not handle the

increased post-Merger volumes. 151 That is a sound business decision given that, as

even Camaisa recognized, the Merger’s main value proposition came from increasing

market share in the clinical trial space. 152 More fundamentally, whether PRA

restricted P6’s ability to sell to CROs post-Merger sheds no light on whether Baddour

made any actionable false statement during the March 28 Call.

149 See JX48 (stating integration “assumes seamless, pre-built integration with PRA systems[.]”); JX97 (“I think at this stage we don’t have any idea how or what components would integrate into [PRA’s] IT roadmap. I think that we need to be careful in layering on too much ‘PRA’ architecture immediately, we don’t want to take away from the good parts of what [P6] ha[s] by forcing them into our architecture.”). 150 See, e.g., Tr. at 405:22-406:1, 459:15-460:10; JX386.

151 See, e.g., JX319.

152 See JX13; JX47; Tr. 398:2-399:1; Tr. 405:3-406:1. Indeed, it strains credulity to think PRA paid $40 million to acquire P6 while simultaneously agreeing to not exercise the rights of ownership.

27 Thus, the evidence Plaintiff cites does not alter the Court’s conclusion—

Plaintiff has not proven by a preponderance of the evidence that Baddour made a

false statement during the March 28 Call. This alone defeats Plaintiff’s fraud claim.

2. Plaintiff Did Not Prove Justifiable Reliance

Even if Plaintiff had proved an actionable false statement, the fraud claim

would fail for lack of justifiable reliance. For one, the existence of a misstatement

and justifiable reliance are to some extent bound up together. As discussed, at best

for Plaintiff, Baddour may have expressed some puffery concerning P6’s post-Merger

growth and ability to “sell, sell, sell” that Camaisa recognized as salesman-like

talk. 153 Yet, this Court has recognized that sophisticated parties, like Camaisa,

“generally cannot rely [] [] on puffery [or] expressions of mere opinion[.]” 154 Further,

Delaware caselaw provides that “[a] party cannot p[rove] justifiable reliance . . .

where the contract contradicts an allegedly inducing misrepresentation.” 155 As

discussed, Section 2.7(h) contradicts any alleged statement concerning post-Merger

independence and sales to CROs on which P6 allegedly relied. These legal doctrines

provide strong evidence that Plaintiff did not justifiably rely on any alleged false

statement by Baddour. 156

153 See Tr. 195:19-196:7.

154 Vichi, 85 A.3d at 775.

155 Paperless Solutions, 2025 WL 1466603, at *3 (citing Chapter 7 Trustee Constantino Flores

v. Strauss Water Ltd., 2016 WL 5243950, at *6 (Del. Ch. Sept. 22, 2016)). 156 The Court’s prior summary judgment ruling did not find otherwise. See Dkt. 128, Tr. 28:12-

33:2. At summary judgment, the Court recognized case law suggests “an expression of future intent can serve as the basis of a fraud claim, but it’s . . . a fairly tenuous claim that requires

28 The evidentiary record further supports finding that Plaintiff lacked justifiable

reliance. Under Delaware law, “it is axiomatic that a plaintiff does not justifiably

rely on a defendant’s misrepresentation if the plaintiff knows that the representation

is false.” 157 Camaisa repeatedly testified he “knew that full integration [was]

probably going to happen,” 158 believed P6 “probably may lose CRO revenues,” 159 and

“thought . . . [PRA’s] going to tell [P6] not to sell to [its] competitors.” 160 Indeed,

Camaisa specifically testified he “predicted in advance” that PRA would prohibit P6

from selling to competitors. 161 Documents from before and after closing confirm

Camaisa knew PRA would not allow P6 to operate independently or sell to competitor

CROs. 162 For example, the emails analyzed above show (1) Camaisa understood “PRA

will own [P6] [and] can do whatever they want”; 163 (2) Turner felt he needed PRA’s

the plaintiff to thread a bunch of needles.” Id. Tr. 29:15-20. The Court also recognized that such claims are not favored where the alleged misrepresentation contradicts a written agreement. See Tr. 25:22-26:12, 29:20-21 (citing Chapter 7 Trustee Constantino Flores v. Strauss Water Ltd., 2016 WL 5243950 (Del. Ch. Sept. 22, 2016)). Yet, recognizing the Agreement’s lack of an anti-reliance clause and “very broad express fraud carve-out[,]” the Court concluded there were genuine issues of material fact that “deserve[d] a fully developed factual record[.]” Id. Tr. 30:15-31:10, 32:20-23 (citing Carrow, 2006 WL 3289582). Accordingly, the Court makes its current ruling with the benefit of the fully developed post- trial record. 157 Arwood v. AW Site Services, LLC, 2022 WL 705841, at *24 (Del. Ch. Mar. 9, 2022) (citations

omitted). 158 E.g., Tr. 175:10-15.

159 E.g., Tr. 175:16-24.

160 E.g., Tr. 184:10-13.

161 Tr. 184:13-14.

162 See JX36 (“My concern is this earnout to us Would amount to zero”); JX357 (“We knew

this Would happen”). 163 JX89.

29 approval before contracting with a competitor CRO; 164 and (3) Turner expected P6 to

operate within PRA with the goal of taking competitors’ market share. 165 Thus, the

Court holds that even if Baddour made the alleged representations, Plaintiff could

not have justifiably relied upon them. This independently defeats Plaintiff’s fraud

claim. 166

***

This case presents a pointed example of why it is important for transactional

parties to draft contractual language concerning fraud carefully. 167 The parties here

failed to include an anti-reliance clause in the Agreement. Instead, they bargained

for an unusual provision, Section 6.13, which expressly disclaims waiver or “other

limitation” of “any fraud” claim “[n]otwithstanding anything to the contrary

contained” in the Agreement, including Sections 2.7(h) and 6.6. When drafters

include phrases like “notwithstanding anything to the contrary,” they should perhaps

do so with pause and certainly in full awareness of such phrases’ powerful effect.

164 JX96.

165 JX108.

166 The lack of any justifiable reliance also defeats Plaintiff’s promissory fraud claim. See

MicroStregy Inc. v. Acacia Researh Corp., 2010 WL 5550455, at *15 (Del. Ch. Dec. 30, 2010) (noting to prove “a claim of promissory fraud, in that the alleged false representations are promises or predictive statements of future intent rather than past or present facts, the plaintiff must meet an even higher threshold” than standard fraud); Winner Acceptance Corp. v. Return on Capital Corp., 2008 WL 5352063, at *6, *9-10 (Del. Ch. Dec. 23, 2008) (noting justifiable reliance is a required element of a promissory fraud claim). 167See Glenn D. West, The Pesky Little Thing Called Fraud: An Examination of Buyers’ Insistence Upon (and Sellers’ Too Ready Acceptance of) Undefined “Fraud Carve-Outs” in Acquisition Agreements, 69 The Business Lawyer 1049 (2014).

30 Here, a fraud claim that could otherwise have been resolved at the pleading stage

with a handful of drafting changes became something else entirely. 168

Resolution of this matter required trial to develop a full “factual record to

enable [the Court] to apply the law to the facts with precision.” 169 With the benefit

of that factual development, the Court concludes Plaintiff’s fraud claim fails for lack

of a false statement and justifiable reliance.

B. Plaintiff Did Not Prove Defendants Breached the Agreement by a Preponderance of the Evidence.

Plaintiff alleges Defendants breached Section 2.7(g) of the Agreement by

knowingly acting for the primary purpose of preventing P6 from realizing any earnout

payment. 170 To prevail on its breach claim Plaintiff must prove by a preponderance

of the evidence (1) “the existence of a contract”; (2) Defendants’ “breach of an

168 See Trifecta, 318 A.3d at 465 (“Assessing reliance requires a context-dependent inquiry . .

. [t]he issue is not generally suitable for resolution on a motion to dismiss unless a fully integrated contract contains an explicit anti-reliance representation . . . an integration clause, standing alone, is not sufficient to bar a fraud claim; the agreement must also contain explicit anti-reliance language.”); Fortis Advisors LLC v. Johnson & Johnson, 2021 WL 5893997, at *9 (Del. Ch. Dec. 13, 2021) (“a standard integration clause, without anti-reliance language, cannot disclaim reliance on representations outside the written contract.”). Although some decisions suggest that the presence of an integration clause alone may act to bar fraud claims concerning pre-closing oral promises of future intent that contradict a written agreement’s terms, those decisions did not confront a provision like Section 6.13, which by its express terms trumps the integration clause. See Shareholder Representative Services LLC v. Albertsons Companies, Inc., 2021 WL 2311455, at *2 (Del. Ch. July 7, 2021); Black Horse Cap. L.P. v. Xstelos Hldgs., Inc., 2014 WL 5025926, at *24-25 (Del. Ch. Sept. 30, 2014); see also Trifecta, 318 A.3d at 466 (“The Albertsons and Black Horse decisions thus relied on Abry Partners for a proposition that Abry Partners rejects. . . . Although a minority of decisions distinguish between misrepresentations of fact (fraud in the factum) and other types of misrepresentation (fraudulent inducement), the prevailing majority rule does not draw that distinction.”). 169 Dkt. 128, Tr. 32:15-23.

170 Dkt. 34 ¶¶ 64-70.

31 obligation imposed by that contract”; and (3) “resultant damages.” 171 There is no

dispute that the Agreement is a valid contract. Thus, the Court’s analysis focuses on

whether Plaintiff carried its burden concerning the second element. For the following

reasons, the Court concludes Plaintiff failed to show PRA breached the Agreement.

Section 2.7(g)(i) provides, “[PRA] shall not knowingly take (or knowingly cause

any of its controlled Affiliates to take) any action for the primary purpose of

preventing the achievement of the Contingent Consideration Event[,]” i.e. P6

triggering an earnout payment. 172 Proving breach of this provision is an “unusually

heavy burden.” 173 Indeed, interpreting almost identical language, this Court

previously held such a provision permitted a buyer “to take actions [] [it] knew would

frustrate [an earnout], so long as the action has some other primary purpose.” 174 In

evaluating an action’s primary purpose, the Court looks to “circumstantial evidence

of [the] action’s purpose[,]” not just “the action itself.” 175

Camaisa argues PRA breached the Agreement by preventing P6 from

operating as a stand-alone business and selling to competitor CROs post-Merger. Yet,

the Court concludes PRA had a plainly legitimate basis for both those challenged

171 VLIW Tech, LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003).

172 Agreement § 2.7(g)(i).

173 Fortis Advisors LLC v. Medtronic Minimed, Inc., 2024 WL 3580827, at *6 (Del. Ch. July

29, 2024). 174 Id. at *3, 6 (interpreting contract text that provided “Buyer shall not take any action

intended for the primary purpose of frustrating the payment of Milestone Consideration hereunder.” (internal quotes omitted)). 175 Id. at *7.

32 actions. Additionally, the trial evidence shows P6’s executives understood PRA’s

business rationale and expected PRA to integrate P6 and bar sales to competitor

CROs.

From the outset, PRA’s strategic rationale for the Merger was to offer a full,

end-to-end virtual model, thereby differentiating itself from other CROs to increase

market share. 176 Executing that vision required “incorporating [P6’s] platform into

[PRA’s] full-service delivery model.” 177 Thoelke communicated to P6 the need to

integrate P6 into PRA’s existing business. 178 Camaisa understood the deal would be

a “fully integrated project for [PRA]” and “felt [] most logical CEOs of billion-dollar

companies [are] going to integrate this product fully.” 179 Indeed, before the Merger

P6 recognized the benefits of integrating with PRA in choosing it over other possible

transaction counterparties. 180

176 See JX47 (“No other CRO will have the capability to fully integrate an end to end, cloud

based, patient engagement solution. . . [t]his ability to be a one stop shop should be considered a clear advantage in the market.”); JX11; Tr. 398:2-399:1, 455:21-456:8. 177 Tr. 396:17-397:12; see JX11 (laying out Thoelke’s vision for how PRA would integrate P6’s

software); JX84 (Thoelke’s “Position Support Paper” concerning the Merger, repeatedly emphasizing the need to integrate P6 within PRA’s ecosystem). 178 See, e.g., Tr. 399:7-20; JX23.Although Thoelke expressed some concern regarding the technological feasibility of completely integrating immediately post-Merger, PRA always maintained the end goal was total integration. See JX97; JX84. 179 Tr. 187:4-8, 194:2-9.

180 Specifically, P6 “wanted to get [its] product out to pharma,” and PRA had relationships

with major biopharmaceutical companies that P6 “c[ould]n’t touch” on a standalone basis. Tr. 11:8-14, 26:13-22, 177:7-179:10; see JX13. P6 noted PRA had extensive resources and a large sales division. See, e.g., Tr. 26:13-22, 179:1-10, 396:24-397:9. Thus, P6 believed integrating with PRA could “significantly enhance [P6’s] revenue pipeline.” See, e.g., Tr. 26:13-22, 179:1- 10. Accordingly, P6 executives believed business with PRA’s large biopharmaceutical companies provided the best change of triggering an earnout. See JX27 (Camaisa writing that because P6’s business with CROs “would go away,” P6 “would have to emphasize [biopharma

33 In addition to integration, PRA’s business justification for the Merger required

preventing competitor CROs from using P6’s technology. To gain market share in

the highly competitive CRO industry, PRA had to offer a differentiated product. 181

For PRA to be the “first [CRO] to . . . fully implement a[] web/cloud based mobile

solution . . . and [] capture significant market share,” it necessarily had to prevent

other CROs from accessing the same technology. 182 Thus, PRA’s pre-Merger

projections for P6’s revenue explicitly excluded income from other CROs, 183 a fact P6

executives recognized. 184 P6’s investment banker flagged revenue from other CROs

as “at risk.” 185 Camaisa himself “predicted” PRA would “tell [P6] probably not to sell

to . . . competitors” and “knew intuitively” competitor CRO revenue was “not going to

last.” 186 In fact, Camaisa recognized that prioritizing clinical trial customers gave P6

the best chance of triggering an earnout. 187 Thus, pre-Merger all parties understood

PRA had legitimate business reasons, unrelated to the earnout, for integrating P6

and preventing sales to competitor CROs.

customers].”). Camaisa acknowledged, “[w]ith Sanofi [a biopharma company] we could possibly do 50M in business alone.” JX89. Camaisa specifically stylized business with biopharmaceutical companies as “the faste[st] way to the earnout[.]” Id. 181 Tr. 405:3-406:1.

182 JX84.

183 See JX101; JX106.

184 See JX76.

185 JX43.

186 Tr. 184:3-14, 196:13-24.

187 See JX27.

34 Post-merger, PRA executed on that vision. Although technical and customer-

relationship concerns made integration gradual, Thoelke started the process

“immediate[ly].” 188 PRA had high hopes for P6 and began including its software in

new proposals from the outset. 189 Although PRA may have allowed P6 to complete

some ongoing contracts with other CROs, it prioritized larger clinical trial customers

from whom PRA hoped to generate repeat business. 190 This resulted in

unprecedented deal flow for the relatively small P6 team. 191 PRA began receiving

complaints from the very clinical trial clients it wanted to target, driven largely by

performance issues caused by P6’s outdated Ruby on Rails infrastructure. 192 Instead

of shelving P6, as one might expect if the goal was to prevent an earnout, PRA

implemented remedial measures to get P6 back on track. 193 Yet, those efforts proved

188 JX110; JX128.

189 See, e.g., Tr. 437:11-14, 444:24-445:9, 541:9-12.

190 JX424 at ¶ 8; JX132.

E.g., JX168. PRA’s integration efforts, including with respect to its global sales team, and 191

P6’s significant deal flow because of those efforts, undermines Plaintiff’s argument that the primary motivation behind terminating two P6 sales representatives was to prevent an earnout. Moreover, the record reflects that the two representatives directly reported to Halbridge, who made the call to fire them based on poor performance. See, e.g., JX167; Tr. 633:11-634:2. 192 See JX170 (Sanofi writing it was “embarrassed to roll out [P6’s] apps.”); JX182 (Sanofi

telling PRA that P6’s technology “would be better for designing apps for lawn mowers etc.”); JX183 (BMS stating it would not approve P6 for its services); JX185 (BMS stating P6’s performance issues drove its decision to take its business elsewhere). 193 See, e.g., JX275 (“We have an incredibly exciting future ahead of us—but we just need to

get the fundamentals in place so our foundation is strong and will enable and support growth and expansion”).

35 unsuccessful as customers continued to complain and one demanded a refund. 194

Accordingly, PRA made the rational business decision to limit P6’s business in order

to protect its credibility and maintain customer satisfaction. 195

This evidence shows PRA’s primary purpose for integrating P6 as a non-

autonomous business and preventing it from selling to competitor CROs was not to

prevent P6 from triggering an earnout. Instead, PRA acted to implement the

business plan that justified the Merger in the first place. It was only after P6 failed

to execute under that plan, despite repeated attempts to remedy performance issues,

that PRA decided to throttle back P6 sales. As such, the Court concludes Plaintiff

has not met its unusually heavy burden of proving Defendants breached Section

2.7(g)(i) of the Agreement. Plaintiff asserts several contrary arguments—none is

convincing.

First, Plaintiff points out PRA decided to “slow down” and eventually pause

P6’s sales as evidence PRA acted to prevent any earnout payment. But PRA made

those decisions (1) after beginning the integration process and sending P6 substantial

deal flow; (2) amid troubling performance issues with P6’s product, which strained

PRA’s business relationships and credibility; and (3) after PRA’s unsuccessful efforts

194 See JX373 (Paratek identifying “performance issues in the test environment” and “concerns over the quality of the application and the experience,” not to mention “poorly written” scripts and lack of “complete instructions.”); JX317 (Sanofi demanding a “[$]1.5M refund for undelivered work.”). 195 See JX373 (Thoelke telling Turner that P6’s performance issues were “ruining credibility”);

JX307; PTO § 2, ¶ 31. At this point, PRA had already included P6 in over fifty outstanding proposals, and Thoelke “want[ed] to ensure that we have the resources and capability to deliver that work.” JX319.

36 to mitigate those issues. Thus, as discussed, the Court does not view the evidence as

showing that PRA’s decision to limit P6’s sales was driven primarily by a desire to

prevent an earnout. Indeed, it appears the opposite is true. PRA repeatedly tried to

address performance issues so P6 could succeed. As such, this argument does not

save Plaintiff’s breach claim.

Second, Camaisa relies on the fact that PRA “shelv[ed]” Site Startup after the

Merger. 196 Yet, Plaintiff does not meaningfully address the fact that P6 designed Site

Startup specifically for PDD, a competitor CRO under an exclusive licensing

agreement. 197 It was thus consistent with the business rationale discussed above for

PRA to limit competitor access to Site Startup. And, in fact, PPD terminated the

exclusive license agreement—not wanting to contribute funds to its competitor

PRA. 198 Moreover, PRA had a legitimate reason for shelving Site Startup beyond any

alleged intent to prevent an earnout—namely, its PSO software had “web-based”

capabilities that Site Startup lacked. 199 Thus, the evidence does not support the

conclusion that PRA knowingly “shelved” Site Startup to prevent an earnout.

196 Dkt. 154 at 35-36.

197 Tr. 17:17-18:2.

198 See JX125.

199 JX229. Indeed, Turner testified he believed there was a “good faith [] [] business reason” for PPD to move away from Site Startup. Tr. 100:12-20. Namely, “PPD was sensitive about having a competitor working on their proprietary Site Startup business plan.” Tr. 367:12- 368:2. Nevertheless, PRA only decided to shelve Site Startup in favor of its own PSO application after “Turner and the P6 staff along with the PRA staff [] [] did a full evaluation of both . . . and it was determined that the [PRA] product that was being developed was more effective.” Tr. 482:22-483:10.

37 Third, Plaintiff argues PRA fired Turner for raising concerns regarding PRA’s

actions, thereby evidencing Defendants’ intent to prevent an earnout. 200 It is notable

that, rather than raise such concerns early and consistently, Turner primarily began

voicing his complaints a year post-closing, after P6’s fairly severe performance issues

had materialized and achievement of the earnout was plainly unlikely to occur. 201

Plaintiff’s argument relies on the assertion that “[t]he circumstances demonstrate

that PRA had no legitimate basis for firing Turner.” 202 The trial record, however,

contradicts that assertion.

As P6’s post-Merger president, Turner was responsible for managing the P6

team. 203 As discussed, under Turner’s leadership P6 experienced continuous

performance issues leading to serious customer complaints and lost business. Such

complaints from key customers provide one justification for Turner’s termination.

Amidst that backdrop, PRA also concluded that P6’s needed to overhaul its coding

infrastructure to configure trials “more quickly and deliver on our timelines.” 204

Halbridge and O’Gorman agreed, expressing “an imminent concern that the business

200 Dkt. 154 at 45-47. Plaintiff argues Thoelke was largely non-responsive to Turner’s requests for a formal meeting to discuss items that Turner believed were hindering P6’s ability to achieve the earnout, as well as the complaint letter from Camaisa and other P6 stockholders. Id. Plaintiff further argues that PRA’s CEO admitted during his deposition testimony that Turner’s delivery of the complaint letter was a factor in his termination. Id. 201 See PTO § 2, ¶¶ 32-33; JX345; JX349; JX361.

202 Id. at 46.

203 See, e.g., Tr. 38:14-39:6.

204 Id.; see Tr. 448:18-23.

38 could collapse if [P6] didn’t [change its coding language].” 205 Indeed, many of the

customer complaints referenced P6’s outdated Ruby on Rails software. Turner,

however, actively resisted overhauling P6’s coding infrastructure or switching from

Ruby on Rails. 206 Having heard and weighed the testimony on this internal dispute,

this too provides a reason for Turner’s termination distinct from any complaints

Turner communicated regarding PRA’s handling of the earnout. Plaintiff cites no

contrary evidence demonstrating PRA fired Turner for the primary purpose of

silencing his complaints regarding how PRA’s actions affected P6’s earnout. If

anything, firing Turner could reasonably be expected to have the opposite effect—

causing him to focus solely on the earnout once he was no longer working at P6. In

any event, the weight of evidence shows PRA primarily terminated Turner due to his

responsibility, as an executive, for P6’s ongoing performance issues and his

recalcitrance over how to remedy those issues. 207

Finally, Plaintiff points to PRA’s accounting “release[] [of] the $8.4 million

contingent consideration liability” as noted in its 2017 10-K. 208 Plaintiffs suggests

that statement shows “PRA planned to prevent achievement” of the earnout. 209 If

there had not been a trial and the attendant creation of a consideration evidentiary

205 Tr. 449:11-14.

206 Tr. 448:23-24; see Tr. 430:23-24.

207JX349 (Thoelke expressing Turner “had a completely different vision for the way the product should be built.”); see JX352; Tr. 449:15-19. 208 JX305; PTO § 2, ¶ 29 (noting PRA released the contingent liability in the fourth quarter

of 2017). 209 Dkt. 154 at 36-41.

39 record, one could say that select contemporaneous emails and projections relating to

this accounting disclosure decision may raise questions here. 210 But, obviously, there

was a trial. And the weight of the evidence shows, during this period, (1) PRA’s

understandably mounting frustration with an acquisition of P6 that was quickly

revealing itself to be a pig-in-a-poke and (2) PRA’s decision to release the contingent

earnout liability was reasonably supported by the facts on the ground. Indeed, the

emails on which Plaintiff relies note that “there was a large variance between actuals

and forecast” regarding P6’s sales during the post-closing period—which is

unsurprising given P6’s post-merger performance issues. 211 As such, the release is

consistent with PRA’s expressed intent to “be conservative” with respect to reporting

“anything material for [P6] revenue in Q4.” 212 Additionally, PRA’s external auditor

approved the contingent consideration liability release—suggesting doing so was the

result of proper accounting analysis. 213 The Court agrees. By that point, P6’s ongoing

performance issues and resulting reduction in business made it sufficiently unlikely

that P6 would trigger an earnout, such that PRA’s decision to release the contingent

liability was proper.

Thus, none of Plaintiff’s arguments demonstrate by a preponderance of the

evidence that PRA knowingly acted with the primary purpose of frustrating P6’s

210 See JX190; JX252; JX254.

211 E.g., JX190; see JX190.

212 JX201.

213 JX301.

40 ability to trigger an earnout under the Agreement. Accordingly, the Court concludes

Plaintiff failed to carry its burden on its breach of contract claim.

CONCLUSION

For the foregoing reasons, the Court concludes that Plaintiff has not met its

burden of proving its fraud and breach of contract claims by a preponderance of the

evidence. Therefore, judgment is entered in favor of Defendants and against Plaintiff.

The parties are instructed to submit a form of implementing order within ten

business days.