Forian Holdings LLC v. Symphony Health Solutions Corp.

• Court: Court of Chancery of Delaware
• Decided: June 17, 2026
• Docket: 2026-0686-LWW
• Status: Published

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE LORI W. WILL LEONARD L. WILLIAMS JUSTICE CENTER VICE CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734

June 17, 2026

Michael A. Barlow, Esquire Blake Rohrbacher, Esquire Shannon M. Doughty, Esquire Kevin M. Gallagher, Esquire Quinn Emanuel Urquhart Andrew L. Milam, Esquire & Sullivan, LLP Saralynn G. Davis, Esquire 500 Delaware Avenue, Suite 1400 Richards, Layton & Finger, P.A. Wilmington, Delaware 19801 920 North King Street Wilmington, Delaware 19801

RE: Forian Holdings LLC, et al. v. Symphony Health Solutions Corp., et al., C.A. No. 2026-0686-LWW

Dear Counsel:

I write regarding your submissions on the appropriate amount of a bond in

accordance with my June 2, 2026 bench ruling and subsequent Status Quo Order.1

The Status Quo Order preserves the status quo by requiring the defendants to

maintain the historical supply of commercial data to Forian Holdings LLC pending

a preliminary injunction hearing.

1 See Joint Letter Regarding Bond Amount (Dkt. 27) (“Letter”) 1; Status Quo Order (Dkt. 16). C.A. No. 2026-0686-LWW June 17, 2026 Page 2 of 3

The defendants request a bond of $10 million.2 This figure is based on

estimates of downstream customer attrition that might occur if certain data suppliers

object to providing further data to Symphony Health Solutions Corp. The plaintiffs,

for their part, submit that a bond of no more than $437,000 is appropriate.3 This

figure corresponds to two months of fees owed to the defendants under the operative

contracts and aligns with the parties’ bargained-for limitation of liability in Section

9.4 of the Master Services Agreement.4

“Because actual damages are uncertain, and because a wrongfully enjoined

party has no recourse other than the security, the court should ‘err on the high side’

in setting the bond.”5 If the bond is too high, the plaintiffs will ultimately recover

the excess. But if the bond is too low and the Status Quo Order is later deemed

improvidently issued, the defendants may suffer losses.6

2 See Letter at 8. 3 See id. at 4. 4 See id. at 4-5. 5 Guzzetta v. Serv. Corp. of Westover Hills, 7 A.3d 467, 470 (Del. 2010). 6 See Leon v. Orlando, 2024 WL 2862452, at *2 (Del. Ch. June 5, 2024); see also Steward Health Care Sys. LLC v. Tenet Bus. Servs. Corp., 2022 WL 3025587, at *6 (Del. Ch. Aug. 1, 2022). C.A. No. 2026-0686-LWW June 17, 2026 Page 3 of 3

That said, a bond cannot be predicated on speculative harm.7 At the June 2

hearing, I directed the defendants to provide evidence, such as upstream penalty

provisions or actual costs, to justify their $10 million calculation. The defendants

have failed to do so, relying instead on hypotheticals about how third-party suppliers

might react and the ensuing downstream consequences.

The $437,000 figure advanced by the plaintiffs, by contrast, appropriately

provides security in accordance with the economic realities of the parties’

commercial relationship.8 It relies on metrics contemplated by the operative

agreements rather than estimates of potential, indirect harm. The plaintiffs must post

a bond in this amount within three business days of this letter. If necessary, I will

take up whether a larger bond is warranted at the preliminary injunction hearing.

IT IS SO ORDERED.

Sincerely yours,

Lori W. Will

Lori W. Will Vice Chancellor

7 See Comcast Cable Commc’ns Mgmt., LLC v. CX 360, Inc., 2025 WL 79953, at *2 (Del. Ch. Jan. 13, 2025). 8 See Status Quo Order, Health Intel. Co. v. Komodo Health, Inc., C.A. No. 2024-0702- LWW (Del. Ch. Aug. 5, 2024).