Kalkomey Enterprises, LLC v. Mitchell Strobl

• Court: Court of Chancery of Delaware
• Decided: January 16, 2026
• Docket: C.A. No. 2025-0550-SEM
• Status: Published

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE SELENA E. MOLINA LEONARD L. WILLIAMS JUSTICE CENTER SENIOR MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734

Submitted: January 14, 2026 Final Report: January 16, 2026

Melissa N. Donimirski, Esquire David S. Eagle, Esquire Stevens & Lee, P.C. Sally E. Veghte, Esquire 919 N. Market Street, Suite 1300 Klehr Harrison Harvey Wilmington, DE 19801 Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801

Re: Kalkomey Enterprises, LLC, et al. v. Mitchell Strobl, et al., C.A. No. 2025-0550-SEM

Dear Counsel:

As and for the reasons explained in this report, I recommend the complaint in

this action be dismissed for failure to state a claim. The plaintiffs’ claims for

breaches of contracts, trade secrets misappropriation, tortious interference, and

unjust enrichment are not supported by well-pled factual averments; they rely,

instead, on unsupported inferences, suspicions, and conjecture.

The big picture: the plaintiffs are frustrated that their former employees are

competing with them and, it seems, regret only agreeing to a one-year non-

competition provision in the underlying employment agreements. But the plaintiffs’

attempt to convert such permitted competition into unsupported claims for breach of

non-solicitation and confidentiality provisions (and related tort and equity claims) C.A. No. 2025-0550-SEM January 16, 2026 Page 2 of 15

should not survive the pleadings. Even with a plaintiff-friendly standard of review,

the plaintiffs fail to state any claims on which relief may be granted. The complaint

should be dismissed with prejudice. This is my final report.

I. BACKGROUND 1

This action is an employment-related dispute whereby Kalkomey Enterprises,

LLC and Kalkomey Holdings, LLC (the “Plaintiffs”)2 contend former employees

Mitchell Strobl and Jacob Waldrop (the “Defendants”) breached their employment

agreements, violated the Texas Uniform Trade Secrets Act (the “TUTSA”),

tortiously interfered with the Plaintiffs’ prospective contracts and business

relationships, and have otherwise been unjustly enriched by their post-separation

conduct.

A. The Parties

The Plaintiffs are Delaware companies which together provide online

recreational-safety education, partnering with more than 100 government agencies

to create courses, education materials, and software solutions to make recreation safe

1 The facts are drawn from the Plaintiffs’ verified complaint. Docket Item (“D.I.”) 1 (“Compl.”). 2 I treat the Plaintiffs as operating in tandem, although the Employment Agreements (as defined herein) were executed solely by Kalkomey Enterprises, LLC and the Letters of Transmittal (as defined herein) related to units of Kalkomey PI Holdings, LLC. Compl. Ex. 1, 2, 6, 7. Those distinctions are not material to the holdings herein. C.A. No. 2025-0550-SEM January 16, 2026 Page 3 of 15

and accessible and reduce the risk of accidents and injuries. 3 The Plaintiffs offer 360

regulatory-approved education courses through the United States and Canada. 4 In

addition to training, the Plaintiffs provide software solutions for state and provincial

agencies and distribute regulations for outdoor activities and mobile field

applications.5 The Plaintiffs have their principal place of business in Richardson,

Texas, but, as noted, operate throughout North America.6

The Defendants are former employees of the Plaintiffs. Defendant Strobl is

the former Executive Vice President and General Manager of Software. 7 Strobl

began his employment around July 2012, working in various capacities until his

promotion to Vice President of Agency Solutions in 2020. 8 In connection therewith,

on April 24, 2020, he and the Plaintiffs executed an employment agreement.9

Therein, he agreed to, among other things: (1) a 12-month non-compete, (2) a 24-

month non-solicit, and (3) a perpetual confidentiality clause protecting the Plaintiffs’

3 Compl. ¶¶ 1, 5–6, 13. 4 Compl. ¶ 13. 5 Compl. ¶ 1. 6 Compl. ¶ 1, 5-6. 7 Compl. ¶ 19. 8 Compl. ¶¶ 14–15. 9 Compl. Ex. 1. C.A. No. 2025-0550-SEM January 16, 2026 Page 4 of 15

confidential information. In 2021, Strobl was promoted again to Executive Vice

President and General Manager of Software. 10

Defendant Waldrop is the former Executive Vice President and General

Manager of Education. 11 Waldrop began his employment with the Plaintiffs in 2014,

serving in various capacities until his promotion to Vice President of Marketing in

2020. 12 Like Strobl, Waldrop and the Plaintiffs executed an employment agreement

in connection with his promotion on April 24, 2020.13 The terms match those in

Strobl’s agreement (together, the “Employment Agreements”). 14 Waldrop was

promoted again to Executive Vice President and General Manager of Education in

January 2021. 15

The Defendants have both left their executive positions. Waldrop resigned on

May 13, 2022 and, it appears, Strobl left around the same time, although it is unclear

from the pleadings. 16 On October 16, 2023, Strobl, Waldrop, and a third party

10 Compl. ¶ 19. 11 Compl. ¶ 26. 12 Compl. ¶¶ 21–22. 13 Compl. ¶ 22. 14 Compl. Ex 1, 2. 15 Compl. ¶ 26. 16 Compl. ¶ 28. C.A. No. 2025-0550-SEM January 16, 2026 Page 5 of 15

founded and incorporated Recademics, as a Texas LLC (“Recademics”).17

Recademics purports to offer boating and hunting courses in all fifty states, working

with government agencies as its customers or business partners.18

After the Defendants’ departure and creation of a competing business entity,

the Plaintiffs were acquired by a new parent company through a May 15, 2024 equity

purchase agreement. 19 The Defendants remained equity holders and executed letters

of transmittal agreeing to be bound by the equity purchase agreement (the “Letters

of Transmittal”).20 The Letters of Transmittal contained confidentiality provisions

barring the Defendants from disclosing the Plaintiffs’ confidential information, as

defined therein.21

B. The Dispute

The Plaintiffs contend the Defendants have breached their obligations under

the Employment Agreements and Letters of Transmittal and have otherwise acted

inappropriately in connection with their post-separation business at Recademics.

Specifically, the Plaintiffs aver that the Defendants have and are soliciting the

17 Compl. ¶ 29. 18 Compl. ¶ 30, 31, 38. 19 Compl. ¶ 32. 20 See Compl. Ex. 6, 7. 21 Compl. Ex. 6, at 12; Compl. Ex. 7, at 12. C.A. No. 2025-0550-SEM January 16, 2026 Page 6 of 15

Plaintiffs’ clients through the Recademics website, which provides that government

agencies are Recademics’ customers or business partners, and Strobl’s LinkedIn post

announcing his position with Recademics. Through that posting, attached to the

complaint, Strobl announced that he had co-founded Recademics, with Waldrop and

another third party. Strobl touted their collective expertise and Recademics’ plan to

leverage technology and business expertise to grow and scale its business.

Strobl’s posting generated some traction. By the date captured, October 22,

2024, the post had 169 likes, 58 comments, and 1 repost. Within those comments

were congratulatory remarks from employees or agents of the Ohio Division of

Wildlife, the Tennessee Wildlife Resources Agency, and the Washington

Department of Fish & Wildlife.22 The Plaintiffs contend Strobl, through the posting

and his responses to the congratulatory remarks, has solicited such agencies in

breach of his contractual obligations.

22 See Compl. Ex. 4 (reflecting comments from the employees or agents, respectively, as: (1) “Wonderful! I’m excited to learn more about this, congratulations Mitch!” with Strobl’s response of “thank you! Would absolutely love to connect [emoji omitted]”, (2) “How exciting! Looking forward to seeing what you all have in store!”, with Strobl’s response of “Thank you! Will definitively have to touch base in more detail soon. Hope all is well on your end, sir!”, and (3) “Right on, would love to learn more about this new venture,” with Strobl’s response “Tom! Would absolutely love to connect. I’ll reach out soon and we can get something on the calendar. Might even have to make it a coffee stop again [emoji omitted]”. C.A. No. 2025-0550-SEM January 16, 2026 Page 7 of 15

C. Procedural Posture

The Plaintiffs initiated this action on May 16, 2025.23 In their complaint, the

Plaintiffs pled six counts: (1) breach of the Employment Agreements, (2) breach of

the Letters of Transmittal, (3) violations of the TUTSA, (4) tortious interference with

prospective contracts and business relations, (5) unjust enrichment, and (6)

injunctive relief.

On July 10, 2025, the Defendants moved to dismiss. 24 In or around September

2025, the original judicial officer, Vice Chancellor Fioravanti, scheduled the motion

for oral argument on February 16, 2026. 25 The Chancellor, thereafter, reassigned this

action to me and I moved the argument date up one month, to January 14, 2026.

Argument went forward as scheduled and this is my final report.

II. ANALYSIS

The Defendants moved to dismiss the complaint in its entirely for failure to

state a claim under Court of Chancery Rule 12(b)(6). The standard for dismissal

under Rule 12(b)(6) is settled:

(i) all well-pleaded factual allegations are accepted as true; (ii) even vague allegations are well-pleaded if they give the opposing party notice of the claim; (iii) the Court must draw all reasonable inferences in favor of the non-moving party; and [iv] dismissal is inappropriate 23 D.I. 1. 24 D.I. 7. 25 See D.I. 25. C.A. No. 2025-0550-SEM January 16, 2026 Page 8 of 15

unless the plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances susceptible of proof. 26

Although this is a plaintiff-friendly standard, the Court is not permitted to “simply

accept conclusory allegations unsupported by specific facts, nor do we draw

unreasonable inferences” in favor of the pleader.27 The Plaintiffs ask me to do both;

I refuse and hold their complaint must be dismissed.

The Plaintiffs allege that the Defendants breached the Employment

Agreements by soliciting the Plaintiffs customers.28 But the Plaintiffs’ pleading is

devoid of any factual averments as to which of the Plaintiffs’ customers were so

solicited. Even if, with the most plaintiff-friendly eyes, I treat the website, LinkedIn

posting, and comments thereon as reflecting some level of solicitation, the Plaintiffs

fail to identify any of the allegedly solicited agencies as their customers. The non-

solicitation clauses require that connection by only barring solicitation of “any

customer, vendor, supplier or other business partner of [the Plaintiffs] or any of its

Affiliates[.]” 29 Merely averring that the Defendants solicited unnamed customers

26 Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002) (internal quotations omitted). 27 Clinton v. Enter. Rent-A-Car Co., 977 A.2d 892, 895 (Del. 2009). 28 The Employment Agreements, by their terms, are to be “governed by, and construed in accordance with, the internal law of the State of Texas[.]” Compl. Ex. 1, at 11; Compl. Ex. 2, at 11. 29 Compl. Ex. 1, at 4; Compl. Ex. 2, at 4. C.A. No. 2025-0550-SEM January 16, 2026 Page 9 of 15

through their operation of a competitive business is conclusory and non-specific.30

And, again, for the only specific entities allegedly solicited, the Plaintiffs have not

averred that such were customers of the Plaintiffs. On these bases, the Plaintiffs

claims for breach of the non-solicitation clause in the Employment Agreements are

not well pled and must be dismissed.31

The Plaintiffs allege that the Defendants breached the Employment

Agreements and the Letters of Transmittal by misusing the Plaintiffs’ confidential

information.32 But the factual support for such allegations is even less than for the

non-solicitation claim. The Plaintiffs seek a pleading stage inference that because

30 This is particularly true when reviewing the other provisions of the Employment Agreements. In addition to the non-solicitation and confidentiality provisions addressed in this action, the Employment Agreements contained a 12-month non-competition provision. Compl. Ex. 1, at 4; Compl. Ex. 2, at 4. To interpret the non-solicitation provision to effectively bar competition would render the non-competition provision meaningless. Not only is that against contract interpretation principles, but it goes against the clear intention of the parties as reflected in the Employment Agreements that competition was only barred for 12-months while solicitation was off the table for an additional year. See Ewing Constr. Co. v. Amerisure Ins. Co., 420 S.W.3d 30, 37 (Tex. 2014) (“[I]nterpretations of contracts as a whole are favored so that none of the language in them is rendered surplusage.”). The provisions must be interpreted as distinct obligations and restrictions. To grant the inferences the Plaintiffs seek would do otherwise. 31 With this holding, I decline to address the alternative arguments for dismissal for failure to plead damages and unenforceability. 32 Unlike the Employment Agreements, the Letters of Transmittal are to be “governed by and construed and enforced in accordance with laws of the State of Delaware[.]” Compl. Ex. 6, at 11; Compl. Ex. 7, at 11. C.A. No. 2025-0550-SEM January 16, 2026 Page 10 of 15

the Defendants founded and are running Recademics, they must be using the

Plaintiffs’ confidential information. That inference is not supported by the pleadings.

The Plaintiffs rely heavily on PT China LLC v. PT Korea LLC, to argue that

such an inference is warranted. 33 In PT China, at least in relevant part, a principal

was sued for allegedly breaching his contractual obligations and fiduciary duties by

engaging in competitive business endeavors. Specifically, the principal was bound

by (1) an exclusivity provision, requiring him to be engaged primarily with a specific

business and barring him from engaging in related business endeavors, and (2) a

confidentiality provision. Serving in a fiduciary capacity, he also owed a duty of

loyalty. In the operative pleading, he was accused of breaching his duties by forming

a competitive business entity, usurping corporate opportunities, disclosing

confidential information, and misappropriating resources. While reviewing the

factual allegations to determine if the Court had personal jurisdiction over the

principal under 6 Del. C. § 18-109, the Court noted: “If the Court accepts that [the

principal] inappropriately created a competing entity, . . . it is only a small step to

infer, at least at this stage in the proceeding, that he would use information acquired

33 2010 WL 761145, at *6 (Del. Ch. Feb. 26, 2010). C.A. No. 2025-0550-SEM January 16, 2026 Page 11 of 15

from [the entity with exclusivity] for that [inappropriately created] entity’s

benefit.”34

To make that same inference here would be a large, unsupported leap. Here,

the parties negotiated for separate non-compete and non-solicit provisions, with

different timelines. The non-compete ended by its own terms for the challenged

competitive conduct began. Thus, the Defendants’ founding and operation of

Recademics was not contractually barred or inappropriate like the conduct at issue

in PT China. It would be inappropriate to infer, even at the plaintiff-friendly pleading

stage, that such permissible conduct equals misuse of confidentiality information.

PT China is, thus, distinguishable on the facts and posture. Through the complaint,

the Plaintiffs have failed to state viable claims that the Defendants breached the

confidential information provisions in the Employment Agreements or the Letters

of Transmittal.

The Plaintiffs further alleged violations of the TUTSA. But the Plaintiffs

failed to plead the existence of any protected trade secrets and misuse or

misappropriation thereof. Rather, the Plaintiffs plead in conclusory fashion that they

have, and the Defendants had access to, types of documents and data that would fall

within the broad definition of trade secrets under the TUTSA. That is not enough to

34 Id. C.A. No. 2025-0550-SEM January 16, 2026 Page 12 of 15

identify a trade secret as part of pleading a misappropriation claim.35 Premised on

this conclusory and broad trade secret assertion, the Plaintiffs ask for a pleading-

stage inference that the Defendants must be using such trade secrets in their

competitive business enterprise. That is not a reasonable inference for all the reasons

provided above.36 This claim must be dismissed.

The same is true for the tortious interference claim. The Plaintiffs seek an

inference that the Defendants’ competitive business amounts to them tortiously

interfering with the Plaintiffs’ prospective contracts and business relations. That is,

again, a leap too far. Competition, particularly competition permitted by contract,

does not equal tortious interference.

Adopting the Plaintiffs’ rule statements for tortious interference with contract,

the Plaintiffs needed to plead factual averments supporting “(1) the existence of a

valid contract subject to interference; (2) that the defendant willfully and

intentionally interfered with the contract; (3) that the interference proximately

35 See Topstone Comm., Inc. v. Xu, 729 F. Supp. 3d 701, 706 (S.D. Tex. 2024) (explaining plaintiffs must plead facts “with enough clarity for defendants to understand how each claimed trade secret differs from information in the public domain.”). Because I find this conclusory pleading ineffective, I need not consider the additional arguments for dismissal premised on, for example, the lack of averments addressing protective measures. 36 Because I conclude the pleadings are devoid of any factual averments supporting misappropriation, I decline to address the Defendants’ argument that the Plaintiffs also failed to plead injury. C.A. No. 2025-0550-SEM January 16, 2026 Page 13 of 15

caused the plaintiff’s injury; and (4) that the plaintiff incurred actual damage or

loss.”37 The Plaintiffs failed to do so; they did not identify any contracts subject to

interference nor willful and intentional interference therewith. All they alleged was

competition, something permitted after a 12-month non-compete period.

Similarly, adopting the Plaintiffs’ rule statements for tortious interference

with prospective relations, the Plaintiffs needed to plead factual averments that “(1)

there was a reasonable probability that the plaintiff would have entered into a

business relationship with a third party; (2) the defendant either acted with a

conscious desire to prevent the relationship from occurring or knew the interference

was certain or substantially certain to occur as a result of the conduct; (3) the

defendant’s conduct was independently tortious or unlawful; (4) the interference

proximately caused the plaintiff injury; and (5) the plaintiff suffered actual damage

or loss as a result.” 38 The Plaintiffs failed to plead a business relationship or tortious

conduct interfering therewith. Again, they merely plead contractually permitted

competition. 39

37 D.I. 21, at 40 (citing Cmty. Health Sys. Prof’l Servs. Corp. v. Hansen, 525 S.W.3d 671, 689 (Tex. 2017)). 38 D.I. 21, at 40–41 (citing Coinmach Corp. v. Aspenwood Apt. Corp., 417 S.W.3d 909, 923 (Tex. 2013)). 39 Because I find the tortious interference claims are not well-pled, I need not address the Defendants’ alternative preemption argument. C.A. No. 2025-0550-SEM January 16, 2026 Page 14 of 15

The Plaintiffs’ unjust enrichment count fares no better. In the complaint, the

Plaintiffs allege the Defendants gained an undue advantage and were unjustly

enriched through unauthorized use of the Plaintiffs’ confidential information and

trade secrets. As explained above, however, the Plaintiffs failed to adequately plead

such misuse; the conclusory and vague allegations are insufficient and the

conjectural leaps unsupported. This claim should be dismissed.

The final count was for injunctive relief. Injunctive relief is not a claim, it is

a request for relief which must be premised on an underlying claim. 40 Even if any of

the above survived, this count would be dismissed as improperly pled.41 With the

above ruling, all claims and requests for relief should be dismissed, leaving nothing

upon which injunctive relief could be premised.

III. CONCLUSION

For these reasons, the Defendants’ motion to dismiss should be granted and

the complaint dismissed in full. The Plaintiffs argued that dismissal should be

without prejudice to allow the Plaintiffs the chance to amend and bolster the factual

40 See Quadrant Structured Prod. Co. v. Vertin, 102 A.3d 155, 203 (Del. Ch. 2014) (“[i]njunctions are a form of relief, not a cause of action.”). 41 See, e.g., Lidya Hldgs. Inc. v. Eksin, 2022 WL 274679, at *7 (Del. Ch. Jan. 31, 2022) (“[Plaintiff] has not pled any future act for the Court to enjoin, much less a cause of action to which his prayer for injunctive relief would attach. [The injunctive relief count] fails.”). C.A. No. 2025-0550-SEM January 16, 2026 Page 15 of 15

predicate. But the Plaintiffs chose to stand on the complaint, missed their amendment

window, and have failed to demonstrate good cause for allowing amendment now.

Under Rule 15(a)(5)(A), “[i]f a party wishes to amend the party’s complaint

in response to a motion to dismiss under Rules 12(b)(6) . . . the party must amend

the party’s complaint—or seek leave to amend—. . . before the party’s response to

the motion is due[.]” Under Rule 15(a)(5)(B): “If a party neither amends nor moves

to amend by the time set forth in Rule 15(a)(5)(A), a dismissal under Rule 12(b)(6)

. . . will be with prejudice . . . unless the Court for good cause shown dismisses the

complaint without prejudice.”

Here, the Plaintiffs had the chance to amend in response to the motion to

dismiss, failed to do so, and have failed to articulate good cause to depart from Rule

15. Dismissal should be with prejudice.

This is a magistrate’s final report under Court of Chancery Rule 144.

Respectfully,

/s/ Selena E. Molina

Senior Magistrate in Chancery