Hard Yaka LLC and Robert Gregory Kidd v. Hard Yaka Ventures GP, LLC, Kevin Leiske et al.

• Court: District Court, D. Nevada
• Decided: November 13, 2025
• Docket: 2:25-cv-00387
• Status: Unknown

Opinion

1 2 UNITED STATES DISTRICT COURT DISTRICT OF NEVADA 3 4 Hard Yaka LLC and Robert Gregory Kidd, Case No. 2:25-cv-00387-CDS-DJA

5 Plaintiffs Order Granting Intervening Defendants’ Motion to Dismiss, Granting Intervening 6 v. Defendants’ Motion for Appropriate Relief, Denying Intervening Defendants’ Motion 7 Hard Yaka Ventures GP, LLC, for a Preliminary Injunction, and Denying Plaintiffs’ Emergency Motion for a Hearing 8 Defendant

9 [ECF Nos. 48, 50, 100, 110] Kevin Leiske et al., 10 Intervening Defendants 11 12 Plaintiffs Robert Gregory Kidd and Hard Yaka LLC bring this business litigation action 13 against Hard Yaka Ventures GP and its Managers, intervening defendants Kevin Leiske, Brett 14 Beldner, Margaret Slemmer, and Joseph Christopher Lewis. The intervening defendants filed a 15 motion to dismiss and a motion for appropriate relief. Mot. dismiss, ECF No. 48; Mot. appr. 16 relief, ECF No. 50. They contend that there is not a justiciable controversy between the plaintiffs 17 and the GP, and that the plaintiffs fail to state a claim upon which relief can be granted. ECF No. 18 48. They also move for preliminary injunction. ECF No. 100. The plaintiffs move, on an 19 emergency basis, for an evidentiary hearing on the intervening defendants’ motion for a 20 preliminary injunction. ECF No. 110. For the reasons stated herein, I grant the intervening 21 defendants’ motion to dismiss, and their motion for appropriate relief. But I deny as moot the 22 intervening defendants’ motion for a preliminary injunction and the plaintiffs’ emergency 23 motion for an evidentiary hearing. 24

26 1 I. Background 2 Hard Yaka LLC is the sole limited partner of and investor in Hard Yaka Ventures LP (the 3 “Fund”). Am. compl., ECF No. 21 at ¶¶ 3, 34.1 Plaintiff Kidd indirectly owns Hard Yaka LLC and, 4 in turn, is the indirect limited partner of and sole investor in the Fund. Id. Hard Yaka Ventures 5 GP is the Fund’s sole general partner. See ECF No. 2 at 100 (sealed). Kidd is the GP’s managing 6 member; the intervening defendants are four of the GP’s five other Managers. Id. 44–45, 48. 7 Together, they share exclusive managerial authority over the Fund. Id. at 100. 8 The parties’ management of the fund is governed by the LP Agreement and the GP 9 Agreement (collectively, the “operating agreements”). See generally GP Agreement, Ex. 1, ECF No. 10 2 at 44–78 (sealed); LP Agreement, Ex. 2, ECF No. 2 at 83–115 (sealed). However, Kidd’s role as 11 the GP’s “Managing Member” gives him veto power over many of the GP’s actions. See ECF No. 2 12 at 48, 59 (sealed). Under the GP agreement, a “majority vote” requires consent of the Managing 13 Member and at least two other Managers. Id. at 59. The GP cannot take certain actions absent a 14 majority vote. Id. at 60. Thus, Kidd has veto authority over those actions which demand a 15 majority vote. 16 This voting scheme is largely disputed in the present action. Plaintiffs Kidd and Hard 17 Yaka LLC initiated this Nevada suit against Hard Yaka Venture GP in state court after failing to 18 obtain a majority approval to make a withdrawal from the Fund to support Kidd’s business 19 venture. See Compl., ECF No. 1-2. That business venture is a project to build a new form of 20 dollars known as United States Bank Count (USBC). ECF No. 21 at ¶ 1. 21 After the plaintiffs filed this suit, the intervening defendants initiated arbitration against 22 Kidd pursuant to the operating agreements’ arbitration clauses. See ECF No. 2 at 76 (LP 23 arbitration clause); Id. at 113–14 (GP arbitration clause). They have since agreed to stay 24 arbitration and pursue their claims against Kidd in this action instead. ECF No. 48 at 4. 25

26 1 Unless otherwise noted, the court only cites to the plaintiffs’ amended complaint (ECF No. 21) to provide context to this action, not to indicate a finding of fact. 1 The intervening defendants removed the action to this federal district court based on 2 diversity jurisdiction, the plaintiffs filed an amended complaint asserting eight causes of action 3 for claims such as fraud and recission of the operating agreements. See Pet., ECF No. 1; ECF No. 4 21. The plaintiffs allege that the intervening defendants fraudulently induced Kidd into signing 5 the operating agreements without properly apprising him of their contents or the fact that they 6 do not align with his objectives. See generally ECF No. 21 at ¶¶ 79–150. 7 Now, the intervening defendants move to dismiss the amended complaint under Rules 8 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure. ECF No. 48. That motion is fully 9 briefed. See Resp., ECF No. 52; Reply, ECF No. 57. In support of that motion, the intervening 10 defendants request judicial notice of the state court documents (ECF No. 1-2), the Investment 11 Adviser Public Disclosure search results of “Robert Gregory Kidd” and “Hard Yaka,” and the 12 operating agreements. See Defs.’ reqs. judicial notice, ECF Nos. 49, 58. Additionally, the 13 intervening defendants filed a motion for appropriate relief to change the filing date of their 14 motion to dismiss and request judicial notice to March 26, 2025. Mot. appr. relief, ECF No. 50. 15 And they also move for preliminary injunction based on the temporary restraining order recently 16 issued. See Mot. prelim. inj., ECF No. 100; Order, 99. 17 In support of their opposition to the intervening defendants’ motion to dismiss, the 18 plaintiffs request judicial notice of the intervening defendants’ declarations, the arbitration 19 order postponing the emergency relief hearing, the operating agreements’ DocuSign summary, 20 and the plaintiffs’ filing in the Delaware advancement action. See Pls.’ reqs. judicial notice, ECF 21 Nos. 53, 80. The plaintiffs also move, on an emergency basis, for an evidentiary hearing on the 22 intervening defendants’ motion for a preliminary injunction. See Emerg. mot. hr’g, ECF No. 110. 23 II. Legal Standards 24 A. Dismissal for lack of subject-matter jurisdiction. 25 Article III of the U.S. Constitution allows federal courts to adjudicate “cases” and 26 “controversies.” Campbell-Ewald Co. v. Gomez, 577 U.S. 153, 160 (2016). The plaintiff bears the 1 burden of showing that a justiciable controversy is present. Sopcak v. N. Mt. Helicopter Serv., 52 F.3d 2 817, 819 (9th Cir. 1995). A justiciable controversy is one that is “definite and concrete, touching 3 the legal relations of parties having adverse legal interests.” Aetna Life Ins. Co. v. Haworth, 300 U.S. 4 227, 240–41 (1937). This is distinct “from a difference or dispute of a hypothetical or abstract 5 character; from one that is academic or moot.” Id. at 240. 6 A court must dismiss a case that it lacks subject-matter jurisdiction over. Arbaugh v. Y&H 7 Corp., 546 U.S. 500, 506 (2006). A party may move to dismiss a case for lack of subject matter 8 jurisdiction under Rule 12(b)(1) at any time during the case. Id.; Wood v. City of San Diego, 678 F.3d 9 1075, 1082 (9th Cir. 2012). If that jurisdictional challenge relies solely on the complaint’s 10 allegations, then the court’s ruling on the challenge must do the same. DaVinci Aircraft, Inc. v. 11 United States, 926 F.3d 1117, 1122 (9th Cir. 2019). That is, when ruling on a facial challenge to 12 subject-matter jurisdiction, the court looks no further than the complaint’s factual allegations— 13 accepting them as true and construing them in the light most favorable to the plaintiff. Id.; 14 Husayn v. Mitchell, 142 F.4th 667, 670 (9th Cir. 2025). 15 B. Dismissal for failure to state a claim. 16 Rule 12(b)(6) calls for dismissal of a complaint that fails to state a claim upon which 17 relief can be granted. Fed. R. Civ. P. 12(b)(6). In most cases, a complaint will not be dismissed 18 under Rule 12(b)(6) if its factual allegations, taken as true and construed in the light most 19 favorable to the nonmoving party, “state a claim to relief that is plausible on its face.” Ashcroft v. 20 Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)); see also 21 Fed. R. Civ. P. 8(a)(2). But if the complaint alleges fraud, then it must meet Rule 9(b)’s 22 heightened pleading standard to avoid dismissal. See In re Cloudera, Inc., 121 F.4th 1180, 1186 (9th 23 Cir. 2024). Rule 9(b)’s standard requires the complaint to “state with particularity the 24 circumstances constituting fraud or mistake.” Fed. R. Civ. P. 9(b). The allegations must identify 25 “the who, what, when, where, and how of the misconduct charged.” Davidson v. Kimberly-Clark 26 Corp., 889 F.3d 956, 964 (9th Cir. 2018) (citation omitted). 1 When ruling on a 12(b)(6) motion, the court may consider the complaint’s contents, 2 “matters properly subject to judicial notice,” and “evidence on which the complaint ‘necessarily 3 relies.” Daniels-Hall v. Nat’l Educ. Ass’n, 629 F.3d 992, 998 (9th Cir. 2010) (quotation omitted). And 4 it need not accept as true allegations that contradict such matters of judicial notice or evidence 5 on which the complaint necessarily relies. Id. A complaint “necessarily relies” on evidence if: (1) 6 the complaint refers to the document; (2) the document is central to the plaintiff’s claim; and (3) 7 no party questions the authenticity of the copy attached to the 12(b)(6) motion.” Id. A matter is 8 “properly subject to judicial notice” when it either is “generally known within the trial court’s 9 territorial jurisdiction” or “can be accurately and readily determined from sources whose 10 accuracy cannot reasonably be questioned.” Fed. R. Evid. 201(b). As such, courts may take 11 judicial notice of other judicial proceedings and related court records. See Rosales-Martinez v. 12 Palmer, 753 F.3d 890, 894 (9th Cir. 2014); United States ex rel. Robinson Rancheria Citizens Council v. 13 Borneo, Inc., 971 F.2d 244, 248 (9th Cir. 1992). 14 If the court dismisses a complaint for failure to state a claim, then it should also allow 15 leave to amend unless an amendment clearly cannot cure the complaint’s deficiencies. DeSoto v. 16 Yellow Freight Sys., Inc., 957 F.2d 655, 658 (9th Cir. 1992). Rule 15(a) instructs the court to “freely” 17 give leave to amend “when justice so requires.” Fed. R. Civ. P. 15(a). Reasons to not grant leave to 18 amend include the leave’s “undue delay,” the movant’s “bad faith or dilatory motive,” the 19 previous amendments’ “repeated failure to cure deficiencies,” the opposing party’s undue 20 prejudice “by virtue of allowance of the amendment,” and the amendment’s “futility.” Forman v. 21 Davis, 371 U.S. 178, 183 (1962). 22 III. Discussion 23 The intervening defendants move to dismiss the complaint under Rule 12(b)(6) for 24 failure to state a claim upon which relief can be granted. They also move to dismiss the suit 25 against the GP under Rule 12(b)(1) for lack of subject-matter jurisdiction. I agree on both fronts. 26 1 At the outset, I take judicial notice of the present versions GP agreement (Ex. 1, ECF No. 2 2 at 44–78 (sealed)) and the LP agreement (Ex. 2, ECF No. 2 at 83–115 (sealed)) because they are 3 part of the state court records. See Marder v. Lopez, 450 F.3d 445, 448 (9th Cir. 2006); Borneo, 971 4 F.2d at 248. However, I deny the intervening defendants’ request for judicial notice of the older 5 versions of the operating agreements (ECF No. 58) because they are not relevant to this dispute. 6 Additionally, I grant the plaintiffs’ request for judicial notice of the DocuSign summary of the operating 7 agreements’ signatures because they can be accurately and readily determined by sources whose accuracy 8 cannot reasonably be questioned. See ECF No. 53; Fed. R. Evid. 201(b). But I note that, contrary to 9 the Exhibit G’s title, the DocuSign data shows that the LP agreement was signed by all parties 10 on November 6, 2023. See LP Agreement DocuSign Certificate, Ex. G, ECF No. 54-7. Conversely, 11 Exhibit F accurately describes the DocuSign data for the GP agreement as being completely 12 signed on October 26, 2023. See GP Agreement DocuSign Certificate, Ex. F, ECF No. 53-6. 13 A. The suit against GP is dismissed pursuant to Rule 12(b)(1) for lack of subject- matter jurisdiction. 14 15 There is no justiciable controversy between the plaintiffs. Plaintiff Hard Yaka LLC is 16 “indirectly and wholly owned by Kidd.” ECF No. 21 at ¶ 34. Kidd also has controlling authority 17 over the GP by way of his veto power as the GP’s “Managing Member.” See GP Agreement, Ex. 1, 18 ECF No. 2 at 48, 59 (sealed). Under the GP agreement, a “majority vote” requires consent of the 19 Managing Member and at least two other Managers. Id. at 59. The GP cannot take certain 20 actions, such as participating in litigation, absent a majority vote. Id. at 60. Thus, Kidd has veto 21 power over the GP’s ability to defend itself in this suit. Kidd may never consent to the GP 22 defending itself in the suit, allowing the plaintiffs to seek default and obtain judgments that 23 contravene the GP agreement and harm the interests of the other Managers. 24 Because Kidd controls both sides of the litigation, there is not a justiciable controversy 25 between the plaintiffs and the GP. See Ellis v. Dyson, 421 U.S. 426, 434 (1975) (“[I]t is elemental 26 that there must be parties before there is a case or controversy.”); Gould v. Control Laser Corp., 866 1 F.2d 1391, 1393 (Fed. Cir. 1989); E. Tennessee, V. & G. R. v. S. Tel. Co., 125 U.S. 695, 696 (1888). 2 Therefore, this court lacks subject-matter jurisdiction over the suit between the plaintiffs and 3 the GP. Because an amendment would be futile, I dismiss the first, second, fifth, and eighth 4 causes of action against the GP with prejudice pursuant to Rule 12(b)(1). 5 B. The claims against the intervening defendants are dismissed pursuant to Rule 12(b)(6) for failure to state a claim upon which relief can be granted. 6 7 The plaintiffs’ third, fourth, fifth, sixth, seventh, and eighth causes of action fail to state a 8 claim upon which relief can be granted. 9 10 The third claim is for “breach of fiduciary duty.” ECF No. 21 at 25. In the plaintiffs’ 11 opposition, they assert that Kidd is owed duties of care and loyalty. ECF No. 52 at 6 (citing 12 Culverhouse v. Paulson & Co., 133 A.3d 195, 198–99 (Del. 2016)). This is because Kidd is the Fund’s 13 sole indirect investor through [Hard Yaka LLC], which is the sole limited partner in the Fund.” 14 ECF No. 21 at ¶ 3. 15 The parties dispute whether the intervening defendants owe fiduciary duties to the 16 plaintiffs. Because it’s alleged in the amended complaint, I assume that they do for purposes of 17 the motion to dismiss.2 See Fed. R. Civ. P. 12(b)(6); see also Del. Code Ann. tit. 6, § 18-1104; Auriga 18 2 The plaintiffs mischaracterize Culverhouse. In Culverhouse, the court ruled that “the Investment Fund 19 Managers owe fiduciary duties to the investors who invested directly in the Investment Fund” to the “extent not waived by the terms of the agreements specific to each fund.” 133 A.3d at 198–99. There, the 20 defendants were general partners and managers of the Investment Fund; the plaintiff was a member and investor of the Feeder Fund, and in turn, an indirect investor in the Investment Fund. Id. at 196–97. 21 Because the plaintiff did not “invest directly in the Investment Fund,” the court held that the defendants 22 did not owe—let alone breach—a fiduciary duty to it. Id. The plaintiff would instead have to “look to the Feeder Fund and his contractual or fiduciary relationship with it and its managers, not the Investment 23 Fund Managers, to address any dissatisfaction with investment losses by the Investment Fund.” Id. at 199–200. 24 Here, Kidd is an indirect investor of the Fund through the Fund’s limited partner, Hard Yaka LLC. So Culverhouse actually hurts their contention that the intervening defendants owe Kidd duties of loyalty 25 and care because he is the sole indirect investor in the Fund. Under Culverhouse, Kidd lacks the direct investor status necessary to give rise to those duties. Therefore, he would have to look to Hard Yaka 26 LLC—not the intervening defendants as Managers—to address any dissatisfaction with the Fund’s management. 1 Cap. Corp. v. Gatz Props., 40 A.3d 839, 851 (Del. Ch. 2012), aff’d, 59 A.3d 1206 (Del. 2012) (holding 2 that Managers owe default duties of loyalty and care to the other Managers and fiduciaries of the 3 LLC, which can be contractually waived). Thus, the question is whether the complaint plausibly 4 alleges that the intervening defendants breached fiduciary duties to the plaintiffs that were 5 owed, not contractually waived. I find that it fails to do so. 6 The amended complaint states that the intervening defendants breached their fiduciary 7 duties to the plaintiffs by “acting against interests of” the plaintiffs. ECF No. 21 at ¶ 97. One way 8 in which they allegedly did so was by drafting the operating agreements to purportedly take 9 advantage of the plaintiffs, and then failing to “properly apprise” the plaintiffs of the agreements’ 10 contents. Id. But there are no allegations showing how the agreements took advantage of the 11 plaintiffs or why the onus for apprising their contents fell on the intervening defendants. Cf. Scion 12 Breckenridge Managing Member, LLC v. ASB Allegiance Real Est. Fund, 68 A.3d 665, 680 (Del. 2013) 13 (noting that parties are responsible for the contracts they sign, even if unaware of the terms); 14 Graham v. State Farm Mut. Auto. Ins. Co., 565 A.2d 908, 913 (Del. 1989) (holding that a party’s failure 15 to read a contract does not justify its avoidance). These allegations are, at best, “buyer’s remorse” 16 for the agreement the plaintiffs accepted—or in the alternative, a grievance with the intervening 17 defendants’ decision to disagree with the plaintiff. Either way, this allegation is insufficient to 18 demonstrate a breach of fiduciary duty. 19 Another, albeit similar, way in which the intervening defendants allegedly “acted against 20 the plaintiffs’ interests” is by “refusing to follow [their] directives, including refusing to release 21 funds invested by” the plaintiffs into the LP. ECF No. 21 at ¶ 97. But the LP agreement expressly 22 allows the intervening defendants as Managers of the GP to withhold consent to such 23 withdrawals “for any reason or no reason at all.” ECF No. 2 at 340. So even if they had a fiduciary 24 duty to approve the withdrawal, the agreement waived it. Gatz Props., LLC v. Auriga Cap. Corp., 59 25 A.3d 1206, 1218 (Del. 2012). The other allegations as to the intervening defendants seeking to 26 extort Kidd and subvert efforts to launch the USBC similarly fail to give rise to a plausible claim 1 for relief for breach of fiduciary duty. Because an opportunity to amend has been given yet 2 proved futile, I dismiss the third cause of action with prejudice pursuant to Rule 12(b)(6). 3 4 The plaintiffs’ fraud claim fails to meet the heightened pleading standard of Rule 9(b). 5 See ECF No. 21 at ¶¶ 103–09. A claim for fraud requires the plaintiff to show: (1) the defendant’s 6 false representation; (2) the defendant’s knowledge, belief, or disregard for its falsity; (3) the 7 defendant’s intent to induce the plaintiff to act or refrain from acting; (4) the plaintiff’s actual 8 reliance; and (5) the plaintiff’s damages. Stephenson v. Capano Dev., Inc., 462 A.2d 1069, 1074 (Del. 9 1983). 10 Here, the plaintiffs allege that the intervening defendants made materially false 11 misrepresentations or omissions to the plaintiffs by failing to disclose that the operating 12 agreements they drafted “did not comply with Kidd’s directives, were unlawful, and purported 13 to provide” them with “authority to tie up Kidd’s indirectly invested money” in perpetuity. ECF 14 No. 21 at ¶ 104. Yet again, these allegations are grievances with the intervening defendants’ 15 management decisions; they do not allege what false misrepresentations were made or why they 16 were material. Stated otherwise, the plaintiffs fail to show the what and the how requirements of 17 Rule 9(b)’s pleading standard and fraud’s prima facie elements. Because an opportunity to 18 amend has been given yet proved futile, I dismiss the fourth cause of action with prejudice 19 pursuant to Rule 12(b)(6). 20 21 22 The plaintiffs’ IAA claim for rescission under 15 U.S.C. § 80b-15 is time-barred. ECF No. 23 21 at 28. The statute of limitations for “an IAA action for rescission is either one year from the 24 wrong or one year from the discovery/three years from the wrong.” Kahn v. Kohlberg, Kravis, Roberts 25 & Co., 970 F.2d 1030, 1039 (2d Cir. 1992). The date of discovery is “when the plaintiff obtains 26 1 actual knowledge of the facts giving rise to the action or notice of the facts, which in the exercise 2 of reasonable diligence, would have led to actual knowledge.” Id. at 1042. 3 Here, the intervening defendants argue that the statute of limitations for the IAA claim 4 started tolling on January 1, 2023. See ECF No. 48 at 21–22. The plaintiffs disagree and point to 5 Hsu v. UBS Financial Services, Inc., 2011 WL 3443942 (N.D. Cal. Aug. 5, 2011), to argue that the 6 Sarbanes-Oxley (SOX) Act’s two-year statute of limitations period applies to their IAA claim 7 instead of Kahn’s one- and three-year period. See ECF No. 52 at 25–30; ECF No. 64 at 4–7. But 8 they misinterpret that case. In Hsu, the district court held that the SOX Act’s two-year statute of 9 limitation applies to a “fraud-based Section 80b-6 claim,” whereas a “Section 80b-15 claim is 10 limited by the one- and three-year Kahn periods.” 2011 WL 3443942, at *5. Thus, contrary to the 11 plaintiffs’ contention, Hsu instructs that the Kahn periods apply here because the plaintiffs’ IAA 12 claim is based on a Section 80b-15 violation. See ECF No. 21 at ¶ 118. 13 In this case, the plaintiffs’ IAA claim is barred by the one- and three-year statute of 14 limitations set forth in Kahn. The DocuSign data shows that the GP agreement and the LP 15 agreement were completely signed in October 2023 and November 2023, respectively. See ECF 16 Nos. 53-6, 53-7. Regardless of whether the intervening defendants’ proposed date or the 17 DocuSign effective dates are used, the claim is barred because 2023—the year that the wrong 18 occurred and should have reasonably been discovered—is over a year before the IAA was 19 asserted on March 12, 2025. See ECF No. 21. Because the fifth cause of action for recission under 20 the IAA is time-barred, I dismiss it with prejudice pursuant to Rule 12(b)(6). 21 22 The plaintiffs fail to state a claim for civil conspiracy upon which relief can be granted. 23 ECF No. 21 at 29. “The elements for civil conspiracy under Delaware law are: (1) a confederation 24 or combination of two or more persons; (2) an unlawful act done in furtherance of the 25 conspiracy; and (3) actual damage.” AeroGlobal Cap. Mgmt., LLC v. Cirrus Indus., Inc., 871 A.2d 428, 26 437 n.8 (Del. 2005). “Civil conspiracy is not an independent cause of action; it must be 1 predicated on an underlying wrong.” Kuroda v. SPJS Holdings, L.L.C., 971 A.2d 872, 892 (Del. Ch. 2 2009). 3 Here, the plaintiffs fail to state with particularity the underlying wrong. Their civil 4 conspiracy claim is based on their intervening defendants’ alleged fraud. ECF No. 21 at ¶¶ 121– 5 30. But because their fraud claim fails to meet the heightened pleading standard of Rule 9(b), 6 their civil conspiracy claim is precluded. That is, without showing that the intervening 7 defendants acted unlawfully—such as by committing fraud—the plaintiffs’ civil conspiracy 8 claim crumbles. Because amendment would be futile, I dismiss the sixth cause of action with 9 prejudice pursuant to Rule 12(b)(6). 10 11 The plaintiffs seventh cause of action for unjust enrichment fails to state a claim upon 12 which relief can be granted. ECF No. 21 at 31. In Delaware, “[t]he elements of unjust enrichment 13 are: (1) an enrichment, (2) an impoverishment, (3) a relation between the enrichment and 14 impoverishment, (4) the absence of justification, and (5) the absence of a remedy provided by 15 law.” Nemec v. Shrader, 991 A.2d 1120, 1130 (Del. 2010). “A claim for unjust enrichment is not 16 available if there is a contract that governs the relationship between parties that gives rise to the 17 unjust enrichment claim. Kuroda, 971 A.2d at 891. 18 Here, the operating agreements—i.e., contracts—govern the parties. Though the 19 plaintiffs dispute the enforceability of those agreements, they fail to assert a plausible claim for 20 relief with this court. Thus, the operating agreements control and another amendment of the 21 complaint would be futile. I therefore dismiss with prejudice the seventh cause of action for 22 unjust enrichment pursuant to Rule 12(b)(6). 23 24 The plaintiffs’ eighth cause of action for declaratory judgment fails to state a claim upon 25 which relief can be granted. ECF No. 21 at 31–33. Upon examining the arbitration clause in the 26 GP Agreement and LP Agreement, I find that the scope of those clauses and the enforceability of 1| those contracts is a question for the arbitrator. See Trascent Mgt. Consulting, LLC v. Bouri, 152 A.3d 2|| 108, 113 n.21 (Del. 2016); SBC Interactive, Inc. v. Corp. Media Partners, 714 A.2d 758, 761 (Del. 1998) (‘Any doubt as to arbitrability is to be resolved in favor of arbitration.”); Carlyle Inv. Mgmt. LLC. v. Nat'l Indus. Grp. (Holding), 2012 WL 48470839, at *10 (Del. Ch. Oct. 11, 2012), affd, 67 A.3d 373 (Del. 2013) (“Under Delaware and federal law, a party cannot escape a valid forum selection clause, or 6]| its analogue, an arbitration clause, by arguing that the underlying contract was fraudulently 7|| induced or invalid for some reason unrelated to the forum selection or arbitration clause itself.”). Therefore, I dismiss the eighth cause of action without prejudice and instruct the plaintiffs to Q|| pursue arbitration to resolve their claims as to the operating agreements’ enforceability and the 10]| intervening defendants’ liability. HIV. Conclusion 12 IT IS HEREBY ORDERED that the intervening defendants’ motion to dismiss [ECF No. 13|| 48] and motion for appropriate relief [ECF No. 50] are GRANTED. 14 IT IS FURTHER ORDERED that the parties must submit the eighth cause of action to 15|| arbitration as set forth in the operating agreements. 16 IT IS FURTHER ORDERED that, in light of this dismissal, the intervening defendants’ 17|| motion for preliminary injunction [ECF No. 100] and the plaintiffs’ emergency motion [ECF 18]| No. 110] are DENIED as moot. The previously scheduled hearing on the motion for preliminary injunction [see ECF No. 99] is hereby VACATED. 20 The Clerk of Court is kindly instructed to enter judgment accordingly, and to close this 21]| case. / ‘) 22 Dated: November 13, 2025 / / 23 Lb e— 24 CristinaD Silva Ujtited States District Judge 25 [ 26