Collegey, Inc. v. Syed Khalid Jamal
This text of Collegey, Inc. v. Syed Khalid Jamal (Collegey, Inc. v. Syed Khalid Jamal) is published on Counsel Stack Legal Research, covering Superior Court of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
COLLEGEY, INC., ) ) Plaintiff, ) ) v. ) ) C.A. No. N25C-02-359 CLS SYED KHALID JAMAL, ) ) Defendant. )
Date Submitted: August 7, 2025 Date Decided: November 6, 2025
Upon the Defendant’s Motion to Dismiss. DENIED.
ORDER
Joe Yeager, Esquire of MARGOLIS EDELSTEIN, Attorney for Plaintiff.
Margaret M. DiBianca, Esquire of DIBIANCA LAW, LLC, Attorney for Defendant.
SCOTT, J. Having considered Defendant’s Motion to Dismiss,1 Plaintiff’s Opposition to
Defendant’s Motion to Dismiss,2 and Defendant’s Reply to Plaintiff’s Opposition,3
it appears to the Court that:
1. Collegey, Inc. (“Collegey”), is a Delaware corporation that creates and
consolidates collaborative intellectual property.4 Suchita Ohri Aggarwal is
Collegey’s Chief Financial Officer and a 50% shareholder.5 Defendant Syed Khalid
Jamal holds the other 50% of Collegey shares and serves as the Chief Executive
Officer. Ms. Aggarwal and Mr. Jamal comprise Collegey’s board of directors.6
2. This matter arises from a contract between Collegey and Mr. Jamal. Collegey
and Mr. Jamal entered into a Confidential Information and Invention Assignment
Agreement (the “Agreement”).7 Under the Agreement, Mr. Jamal “agreed not to use
[Collegey’s] confidential information for personal gain or outside purposes without
written authorization nor . . . assign . . . intellectual property rights created during
the relationship” with Collegey.8
1 See generally Defendant’s Motion to Dismiss the Amended Complaint, D.I. 10 (“MTD”). 2 See generally Plaintiff’s Opposition to Defendant’s Motion to Dismiss, D.I. 13 (“Resp. to MTD”). 3 See generally Defendant’s Reply to Plaintiff’s Opposition, D.I. 15 (“Reply in Opp.”). 4 The facts are drawn from the allegations in the Amended Complaint. See Amended Complaint, at ¶¶ 5, 7, D.I. 9 (“Amended Compl.”). 5 Id. ¶ 7. 6 Id. 7 Id. ¶ 13. 8 Id. ¶ 15. 3. In 2023, Mr. Jamal allegedly breached the terms of the Agreement by
assigning Collegey-owned inventions to, and using Collegey’s domain name for, an
unrelated company.9
4. On February 13, 2025, Collegey filed a complaint alleging claims for breach
of contract, breach of the implied covenant of good faith and fair dealing, and breach
of the fiduciary duty of loyalty.10
5. On May 1, 2025, Mr. Jamal filed a motion to dismiss the case or transfer,
arguing that the Court lacked subject matter jurisdiction under Superior Court Civil
Rule 12(b)(1).11
6. Plaintiff then filed an Amended Complaint on May 28, 2025, which removed
the breach of the fiduciary duty of loyalty claim. Accordingly, the Amended
Complaint asserts one count for breach of contract and one count for the breach of
the implied covenant of good faith and fair dealing.12
7. On June 10, 2025, Mr. Jamal filed the instant motion to dismiss the Amended
Complaint. Mr. Jamal argues that Collegey fails to state a claim under Rule 12(b)(6)
because Ms. Aggarwal, as a director, lacks standing to bring the action on behalf of
Collegey. Alternatively, Mr. Jamal’s response to Collegey’s opposition to his
9 Amended Compl. ¶¶ 32–33. 10 See generally Complaint, D.I. 1 (“Compl.”). 11 See generally Defendant’s Motion to Dismiss or Transfer, D.I. 7. 12 Amended Compl. ¶¶ 29–44. motion to dismiss proffers that the Court lacks subject matter jurisdiction because
the Complaint asserts a derivative action. Mr. Jamal also asks the Court to award
him attorneys’ fees and costs.
8. Upon a motion to dismiss under Superior Court Civil Rule 12(b)(6), the Court
(i) accepts all well-pled factual allegations as true, (ii) accepts even vague allegations
as well-pled if they give the opposing party notice of the claim, (iii) draws all
reasonable inferences in favor of the non-moving party, and (iv) only dismisses a
case where the plaintiff would not be entitled to recover under any reasonably
conceivable set of circumstances.13 The Court does not, however, accept
“conclusory allegations that lack specific supporting factual allegations.” 14 But “it
is appropriate . . . to give the pleader the benefit of all reasonable inferences that can
be drawn from the pleading.”15
9. The Court finds Mr. Jamal’s arguments unpersuasive. Standing requires that
the plaintiff demonstrate it has sustained an “injury in fact[.]” 16 The Delaware
Supreme Court defines injury in fact as “an invasion of a legally protected interest
13 ET Aggregator, LLC v. PFJE AssetCo Hldgs. LLC, 2023 WL 8535181, at *6 (Del. Super. Dec. 8, 2023). 14 Id. (quoting Ramunno v. Crawley, 705 A.2d 1029, 1034 (Del. 1998)). 15 TrueBlue Inc. v. Leeds Equity Partners IV, LP, 2015 WL 5968726, at *2 (Del. Super. Sept. 25, 2015) (quotation omitted). 16 Dover Hist. Soc’y v. City of Dover Planning Comm’n., 838 A.2d 1103, 1110 (Del. 2003). which is (a) concrete and particularized and (b) actual or imminent, not conjectural
or hypothetical.”17
10. The Amended Complaint demonstrates that Collegey suffered an injury in
fact. The Court of Chancery has concluded that “an entity has standing to sue if it
has an interest in the confidential information.”18 The Amended Complaint alleges
that the Agreement granted Collegey a legal interest in the confidentiality and
assignment of the corporation’s intellectual property. According to the Amended
Complaint, Mr. Jamal and Collegey were parties to the Agreement, and Mr. Jamal
invaded Collegey’s interest by breaching the contract.
11. Consequently, Mr. Jamal’s Rule 12(b)(6) argument is inapplicable here
because Ms. Aggarwal is not bringing a suit on behalf of Collegey. Additionally,
her status as a shareholder, director, and Chief Financial Officer is unrelated to
Collegey’s injury. On the contrary, Collegey is bringing the suit on its own behalf
to enforce its contractual rights and obligations as a party to the Agreement. Ms.
Aggarwal is not a named party to the Agreement nor this cause of action. Therefore,
it is not possible for Ms. Aggarwal to lack standing.
12. Next, the Court has subject matter jurisdiction over this action. As a
preliminary matter, this case is not a derivative action because, as discussed above,
17 Dover Hist. Soc’y, 838 A.2d at 1110 (citations omitted) (internal quotations marks omitted). 18 Metro Storage Int’l, LLC v. Harron, 275 A.3d 810, 869 (Del. Ch. 2022) (citing AlixPartners, LLP v. Mori, 2019 WL 6327325, at *9 (Del. Ch. Nov. 26, 2019)). Ms. Aggarwal is not a party to the suit, so she is not bringing this action on behalf
of Collegey in her capacity as a shareholder.19 Further, the Court of Chancery is a
court of equity—i.e., “[i]t does not have jurisdiction over a controversy unless the
plaintiff lacks an adequate remedy at law.”20 Conversely, this Court provides legal
relief.21
13. Collegey has an adequate remedy at law because the Complaint seeks
monetary relief for a breach of contract claim; no equitable relief is sought. Thus,
the Court rejects Mr. Jamal’s argument that the Court lacks subject matter
jurisdiction over the action.
14. Having found that Mr. Jamal’s motion to dismiss lacks merit, his motion for
attorneys’ fees and costs is moot.
15. In conclusion, for the foregoing reasons, Defendant’s Motion to Dismiss the
Amended Complaint is DENIED.
IT IS SO ORDERED.
Free access — add to your briefcase to read the full text and ask questions with AI
Related
Cite This Page — Counsel Stack
Collegey, Inc. v. Syed Khalid Jamal, Counsel Stack Legal Research, https://law.counselstack.com/opinion/collegey-inc-v-syed-khalid-jamal-delsuperct-2025.