IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
LINEUP SYSTEMS CORPORATION, ) ) Plaintiff and Counterclaim- ) C.A. No. N25C-07-045 KMM Defendant, ) CCLD ) v. ) ) LEE ENTERPRISES INCORPORATED ) ) Defendant and Counterclaim- Plaintiff.
Submitted: January 16, 2026 Decided: March 31, 2026
Plaintiff’s Partial Motion for Judgment on the Pleadings – DENIED
MEMORANDUM OPINION AND ORDER
David H. Holloway, SHLANSKY LAW GROUP, LLP, Wilmington, Delaware; Frances F. Workman, David J. Shlansky (argued), SHLANSKY LAW GROUP, LLP, Chelsea, Massachusetts, Attorneys for Plaintiff and Counterclaim-Defendant Lineup Systems Corporation.
Christopher N. Kelly, Daniel M. Rusk, Heather S. Towsend, POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; Ian J. Russell (argued), LANE & WATERMAN LLP, Davenport, Iowa Attorneys for Defendant and Counterclaim-Plaintiff Lee Enterprises, Incorporated.
Miller, J. I. INTRODUCTION
Lee Enterprises Incorporated (“Lee”) contracted with Lineup Systems
Corporation (“Lineup”) for a comprehensive advertising management software
service. During the parties’ precontractual discussions, Lineup represented that its
software provided specific capabilities that Lee wanted. Thereafter, the parties
executed multiple agreements relating to the functions of the software and the
support services that Lineup provides with it. After Lineup delivered the software,
Lee discovered the that the represented capabilities were non-existent and that
Lineup did not have the ability to deliver them.
Lineup initiated this litigation and Lee filed Counterclaims. At issue here are
Lee’s Counterclaims for fraudulent inducement (Count I), fraudulent concealment
(Count II), and in the alternative, breach of contract (Count III). Lineup moved for
judgment on the pleadings under Rule 12(c), seeking judgment in its favor on these
Counts (the “Motion”).
Lineup argues that the integration clause in the parties’ agreements bars Lee’s
fraud claims. Absent an anti-reliance provision, a fraud claim will be barred if the
parties’ agreement directly contradicts the extracontractual misrepresentations.
Lineup’s alleged misrepresentations are not contradicted by language in the parties’
agreement, therefore, the integration clause does not bar Lee’s fraud claims.
2 Lineup next attacks the fraud claims individually contending that the
fraudulent inducement claim fails to support a reasonable inference that Lineup
knew its representations were false or were made with reckless indifference. It
further contends that Lee fails to support its fraudulent concealment claim with
allegations of an affirmative act of concealment. Knowledge (or reckless
indifference) may be averred generally. Lee’s allegations support a reasonable
inference that Lineup, as the software’s developer, knew its capabilities and thus
knew that representations of capabilities that it did not have, were false. Conversely,
an affirmative act of concealment must be pled with particularity. Lee supports its
concealment claim with allegations of the time, place, and contents of Lineup’s
efforts to conceal the software’s inability to function as represented and Lineup’s
inability to provide the functions promised.
Lineup additionally contends that the fraudulent inducement claim is
impermissibly bootstrapped to Lee’s breach of contract claim. Lee’s allegations of
inducement are of precontractual representations and are supported by a different
damages model, sufficient to escape the anti-bootstrapping rule.
Because Lee’s fraud claims are not barred by the parties’ integration clause,
are adequately pled as to scienter and affirmative concealment, and the fraudulent
inducement claim is not impermissibly bootstrapped to Lee’s breach of contract
claim, Lineup’s Motion as to the fraud claims is DENIED.
3 Lineup also seeks judgment on Lee’s breach of contract claim, which is pled
in the alternative. Lee’s factual allegations support a reasonably conceivable breach
of Lineup’s obligations under the parties’ agreements. Accordingly, Lineup’s
Motion is DENIED on this count as well.
II. FACTUAL BACKGROUND1
A. Lee’s request for proposal
Lee is a media company that provides local news, through local newspapers,
in approximately 25 states.2 In 2021, Lee started looking for an advertising and sales
management software service.3 To begin its search, Lee solicited bids through
Request for Proposals (the “RFPs”).4 The RFPs outlined Lee’s needs, including a
customer management system and order management system.5 Lineup responded to
Lee’s RFPs offering its software, Adpoint. According to Lineup, Adpoint
encompassed “a single system of record covering lead generation, multichannel ad
booking,…revenue recognition, accruals and deferrals, billing, and reporting.”6
1 The following facts are derived from the parties’ pleadings and the documents incorporated therein. D.I. 1 (“Compl.), D.I. 16 (“Ans.”), and D.I. 16 (“Countercl.”). 2 Compl. ¶ 6; Ans. ¶ 6. 3 See Countercl. ¶ 6. 4 See id.¶¶ 5–6. 5 Id. ¶ 6. 6 Id. 4 B. Lineup’s demonstrations
Talks between the parties progressed, and on October 15, 2021, Lineup
demonstrated the Adpoint system with an emphasis on its financial functions (the
“October Demo”). During the October Demo, Lineup represented that billing
options and revenue recognition are completely separated and that Adpoint allowed
for different revenue recognition templates to apply automatically, based on the type
of revenue and the products or services sold.7 To illustrate this concept, 40 minutes
into the October Demo, a Lineup representative stated “this line item has this one
revenue recognition template applied and that automatically applied based upon the
product that I was offering to my customer…. You can see that it’s going to
recognize all of that money…based on the revenue recognition template.”8 Shortly
thereafter, the Lineup representative stated “[t]he revenue recognition template is
separate from the accounting rules. The revenue recognition template says, based
upon the ad or the service in context, when should I determine that that will be put
into a [general ledger] at invoicing.”9
Throughout the remainder of the October Demo, Lineup repeatedly
represented and demonstrated Adpoint’s ability to distinguish revenue recognition
7 Id. ¶ 10. 8 Id. ¶ 11. 9 Id. ¶ 12. 5 and billing options.10 The October Demo concluded with a demonstration of
separated revenue recognition, just as Lee needed to bill a customer for a particular
line item.11
Lee made its interest in the revenue recognition template known and stated
that the “revenue recognition template would be really interesting to this group.
Because a lot of folks in this group are being tasked with[,] you know[,] how do we
set the systems up so it hits all of the right [general ledgers] and our scale is[,] you
know[,] quite a bit.”12
On November 15, 2021, Lineup addressed additional questions from Lee’s
finance team (the “November Demo” and together with the October Demo, the
“Demonstrations”).13 Lee wanted further clarity on Adpoint’s ability to segregate
duties among different finance users, especially as to audit controls and security.14
In response, Lineup stated “Adpoint is very permission based. Lots of very granular
permissions. So, even within your finance team you won’t have all finance users
having the same level access to the system[.]”15
10 Id. ¶¶ 13–15. 11 Id. ¶ 15 (Lineup in explaining the demonstration stated, “that is an example of the revenue recognition, separated completely from the function of how you would bill the customer for that line item.”). 12 Id. ¶ 16. 13 Id. ¶ 17. 14 Id. 15 Id. ¶ 18. 6 C. The contracts
On March 9, 2022, the parties entered into a Master Service Agreement (the
“MSA”).16 The MSA governs Lee’s subscription to Adpoint and contemplated a
statement of work that addressed services and deliverables, which was ultimately
executed by the parties on July 5, 2022 (the “SOW”).17
1. The MSA
Section 1 of the MSA defines several terms:
• “Subscription” to Adpoint is defined as the “subscription provided by Lineup
and made available to [Lee] for use of [Adpoint], as set forth in… [the
SOW]”;18
• “Deliverables” is defined as “those specifically identified items that Lineup
creates for or provides to [Lee] pursuant to a [SOW], as specifically set forth
in the [SOW]”;
• “Professional Services” is defined as “the deployment, configuration,
development, testing, and other consulting related to [Adpoint] performed by
Lineup’s Personnel and set out in the [SOW]”;
16 Compl. ¶ 7; Ans. ¶ 7; D.I. 22 Ex. 1 (MSA). 17 Compl. ¶ 8; Ans. ¶ 8; D.I. 22 Ex. 2 (SOW). 18 Unless otherwise defined, capitalized terms in this decision shall have the meaning ascribed to them in the parties’ agreements. 7 • “Support” is defined as “the support provided by Lineup to ensure software
functions in accordance with [the MSA] as set forth in Schedule 2”; and
• “Services” is defined as “the Professional Services, Subscription, and
Support, collectively[]” (together with Deliverables, “Services and
Deliverables”).19
Section 5 governs Professional Services and Section 5.2 obligates Lineup to
“use commercially reasonable efforts to comply with any work schedule specified
in the [SOW].”20
Section 6 addresses acceptance and rejection of Services and Deliverables,
providing that “[Lee] shall accept or reject each discrete Deliverable or Professional
Services within ten (15) [sic] business days of installation of the same. If [Lee] fails
to reject a deliverable within ten (15) [sic] day period, [Lee] will be deemed to have
fully accepted the Deliverables and Professional Services.”21 Upon a rejection of
Deliverables by Lee, Lineup must provide non-defective Deliverables. If Lineup is
unable to provide non-defective Deliverables “[Lee] shall be entitled to recover the
fees paid to Lineup for the deficient…Deliverables for such [SOW], but not under
any other [SOW] or any other damages.”22
19 MSA § 1. 20 Id. § 5.2. 21 Id. § 6. 22 Id. 8 Lineup further agreed to provide Lee “the Services and Deliverables as more
specifically set forth [in the SOW],”23 and under Section 11.1(ii), Lineup warranted
that “it will provide the Services and Deliverables in good faith, in accordance with
the applicable [SOW]…, consistent with the standard of care applicable to the
[Software as a Service] [(“]SaaS[”)] industry, and in compliance with the laws,
regulations and standard applicable to the Services.”24
If Lee wishes to alter Services and Deliverables, as set forth in the SOW,
Section 10 of the MSA provides a mechanism to do so (“Change Request”).25 Upon
Lee’s submission of a Change Request, Lineup, in its discretion, can accept the
Change Request, propose modifications to it, or reject the proposed Change
Request.26 If Lineup accepted the Change Request, the Change Request “shall be
deemed incorporated into the applicable [SOW].”27
Schedule 2 of the MSA governs service levels and Support. Section 1.1(a) of
Schedule 2 states “Lineup shall provide [Adpoint] on a [SaaS]…basis pursuant to
the Subscription.”28 Section 1.1(b) obligates Lineup to “use commercially
reasonable efforts to ensure that [Adpoint] is connected and available to [a]uthorized
23 Id. § 2. 24 Id. § 11.1(ii). 25 Id. § 10. 26 Id. § 10.2. 27 Id. § 10.2(i). 28 MSA, Schedule 2 (“Schedule 2”) § 1.1(a). 9 [u]sers 24 hours a day, 7 days a week, with an availability rate of 99.5%, measured
per calendar month.”29
To ensure that Adpoint was connected and available, Section 1.4 of Schedule
2 obligates Lineup to “provide a Help Desk service to allow [Lee] to report faults in
[Adpoint].30 Section 1.5, titled “Support and Maintenance of the Software,”
classifies such faults by priority, “based upon the fault’s impact on [Adpoint’s]
availability.”31 The classifications operate as a mechanism “to determine the target
response time for Lineup to contact [Lee], and the target restore time for the fault to
be resolved.”32 In the context of classifying faults, the MSA uses the terms “Core
Functionality,” “Workaround,” and “Restore.” “‘Core Functionality’ is defined as
the ability to create ‘new customers’, the ability to create new ‘orders’, the ability to
create new ad bookings, and the ability to generate ‘invoices’. All other features of
[Adpoint] shall be deemed ‘Non-Core Functionality.’”33 A total service outage was
the top priority (P1), with faults encompassing Core Functionality being the second
29 Id. § 1.1(b). 30 Id. § 1.4(a). 31 Id. § 1.5(a). 32 Id. (identifying classifications of P1 (response time of 30 minutes or less and Restore time within 4 hours), P2 (response time of 30 minutes or less and Restore time within 8 hours), P3 (response time of 1 hour or less and Restore time within 2 days), and P4 (response time of 4 hours or less and Restore time within “commercially reasonable efforts”)). 33 Id. § 1.5(b). 10 highest priority (P2), with a quicker response and restore time than lower priority
faults.34
Under Section 4.2(i) of the MSA, “[i]f [Adpoint] does not conform in
accordance with [Schedule 2], Lineup will, at its expense, use commercially
reasonable efforts to correct any such non-conformance promptly, or provide [Lee]
with an alternative means of achieving functionality of [Adpoint].”35
The MSA also contains a standard integration clause, providing:
[The MSA], together with the…[SOW]…, constitute the complete agreement between the Parties with respect to the subject matter hereof and supersede all previous and contemporaneous agreements, proposals, or representations written or oral, concerning the subject matter of [the MSA]. In the event of any inconsistency…the terms of [the MSA] shall control unless such additional documents specifically state that they control over [the MSA] and is signed by the [p]arties.36
2. The SOW
The SOW “outline[s] the project approach…and… list[s …] deliverables
agreed [to] during the proposal process.”37 Section 5, titled “Project Scope,” states
that “the Project Scope has been based on [s]ales [d]emonstrations of Adpoint and
in-depth conversations with Lee [].”38
34 Id. § 1.5(a). 35 MSA § 4.2(i). 36 Id. § 24.3. 37 SOW § 3. 38 Id. § 5. 11 SOW Section 11 provides a comprehensive list of Deliverables.39 Relevant
here, this includes “the ability to define a billing type, billing schedule and separate
out revenue recognition[]”40 and “[t]he ability to define account codes and
accounting rules which Adpoint can use to create journals.”41 Under Section 13.11,
the parties further agreed that Adpoint’s settings would “be built to reflect [Lee’s]
business structure and segregation of data. For example, restricting certain functions
to certain roles, and allowing global access to data for management team
members.”42
D. Lee discovers Adpoint’s deficiencies
In early 2023, Lineup made Adpoint available to Lee for testing. Lee’s testing
revealed issues with Adpoint finance modules, including the features discussed
during the Demonstrations.43 Adpoint was unable to record different revenue
recognition models.44 Rather, revenue recognition was tied to the billing option—
the opposite of what had been presented—effectively eliminating the flexibility that
attracted Lee to Adpoint.45
39 Id.§ 11. 40 Id. § 11.2.3. 41 Id. § 11.2.10. 42 Id. § 13.11. 43 Countercl. ¶ 24. 44 Id. ¶ 25. 45 Id. 12 That theme continued for much of the other features demonstrated by Lineup.
This included the ability to segregate permissions among users, leaving a vital audit
and security internal control, unenforceable.46
E. The Change Requests
Lineup characterized the deficiencies as out-of-scope—despite the
presentation of these features during the Demonstrations—but functions that could
be provided through a Change Request.47 Hoping to solve the deficiencies, Lee
agreed to submit Change Requests that matched the functions presented during the
Demonstrations but failed to materialize in the Adpoint system delivered by
Lineup.48
The Change Requests operated as an amendment to the MSA and SOW with
respect to the subject matter of the Change Request. Unless “specifically amended
or supplemented,” however, the terms of the MSA and subsequent agreements
“remain unchanged and in full force and effect.”49
On June 9, 2023, Lee submitted a Change Request requesting the granular
permissions as they were described during the November Demo and required for Lee
to segregate duties.50 Specifically, Lee requested “permissions to restrict users from
46 Id. ¶ 26. 47 Id. ¶¶ 31–32. 48 Id. ¶ 27. 49 D.I. 22 Ex. 3 (Change Request) § 8.1.1. 50 Countercl. ¶¶ 28, 18–19. 13 creating cash batches for certain banks, permissions to reallocate[] receipts,
permissions to modify ads for customers on the blocked customer list, and
permissions to restrict invoice adjustments.”51
That Change Request also contains an integration clause, stating in relevant
part, “[t]his [Change Request] supersedes all proposals or other prior agreements,
oral or written, and all other communications between the parties relating to the
subject matter described in the [Change Request].”52
Ultimately, contradicting the system’s capabilities presented during the
Demonstrations and later discussed during Change Request negotiations, it was
revealed that Adpoint not only lacked the ability to provide the functions
demonstrated, but that Lineup lacked the capability to develop software that could
do so.53 Rather than receive the Adpoint software as presented, Lee received a
delayed roll-out of Adpoint, delivered piecemeal, with continued deficiencies
discovered only after significant investment of resources.54
51 Id. ¶ 28. 52 Change Request § 8.1.1. 53 Countercl. ¶¶ 34–35. 54 Id. ¶¶ 1, 33, 35. 14 F. Procedural History
After Lineup filed its Complaint,55 Lee answered and filed its Counterclaim
asserting: fraudulent inducement (Count I);56 fraudulent concealment (Count II);57
in the alternative, breach of contract (Count III);58 and attorneys’ fees (Count IV).59
Lineup responded to the Counterclaims with the Motion, seeking to dismiss
Counts I–III.60
III. PARTIES’ CONTENTIONS
Lineup makes three arguments to defeat the fraud claims. First, the MSA’s
integration clause bars the claims because the MSA conflicts with the alleged
fraudulent representations.61 Second, Lee fails to plead that Lineup had knowledge
of the alleged misrepresentation of Adpoint62 or that Lineup engaged in an
affirmative act of concealment.63 Third, the fraudulent inducement claim is
impermissibly bootstrapped to the breach of contract claim.64
55 Compl. 56 Countercl. ¶¶ 36–41. 57 Id. ¶¶ 42–46. 58 Id. ¶¶ 47–52. 59 Id. ¶¶ 53–55. 60 See generally D.I. 22 (“Mot.”). 61 Id. at 10–18. 62 Id. at 18–20. 63 Id. at 22–25. 64 Id. at 20–22. 15 As to Lee’s breach of contract claim, Lineup argues that Lee asserts
conclusory allegations, unsupported by facts.65 And further argues that the Change
Requests, which amend the MSA and SOW, show that there were no contractual
breaches.66
Lee responds that the integration clause does not bar its fraud claims because
Lineup’s fraudulent misrepresentations do not conflict with the MSA.67 Lee argues
that it sufficiently alleges scienter and concealment.68 And, Lee asserts, its
fraudulent inducement claim is not impermissible bootstrapping because its claim is
based on precontractual misrepresentations and seeks damages different than it seeks
on the breach of contract claim.69
Finally, Lee argues that it adequately pleads a breach of contract, supported
by sufficient facts.70 Lee also contends that Change Requests did not relieve Lineup
of its contractual obligations under the MSA provisions at issue.71
IV. STANDARD OF REVIEW
On a motion under Superior Court Civil Rule 12(c) for judgment on the
pleadings,72 “the ‘Court’s review is limited to the contents of the pleadings’ and
65 Id. at 25. 66 Id. at 27. 67 D.I. 29 (Answering Brief (“AB”)) at 16–20. 68 Id. at 22–25, 28–32. 69 Id. at 26–27. 70 Id. at 32–34. 71 Id. at 34. 72 Super. Ct. Civ. R. 12(c). 16 documents incorporated therein.”73 “The Court is required to view the facts pleaded
and the inferences to be drawn from such facts in a light most favorable to the non-
moving party.”74 “The standard for a motion for judgment on the pleadings is
‘almost identical’ to the standard for a motion to dismiss.”75 “The motion will be
granted only when no material issue of fact exists and the movant is entitled to
judgment as a matter of law.”76
A motion for judgment on the pleadings “is a proper framework for enforcing
unambiguous contracts, which have only one reasonable meaning and therefore do
not create material disputes of fact.”77 The Court, however, will not grant a motion
for judgment on the pleadings if the nonmovants interpretation of the contract is
reasonable.78
V. ANALYSIS
A. The fraud claims
Lee asserts two fraud claims, fraudulent inducement (Count I) and fraudulent
concealment (Count II). The elements of fraudulent inducement are: “1) a false
73 Textron Inc. v. Endurance Am. Ins. Co., 346 A.3d 639, 646 (Del. Super. 2025) (quoting W. Coast Opportunity Fund, LLC v. Credit Suisse Sec. (USA), LLC, 12 A.3d 1132 (Del. 2010)). 74 Plume Design, Inc. v. DZS, Inc., 2023 WL 5224668, at *4 (Del. Super. Aug. 10, 2023). 75 Pangea Equity Partners, LP v. Great Am. Ins. Grp., 2025 WL 786050, at *5 (Del. Super. Mar. 12, 2025). 76 Chicago Bridge & Iron Co. N.V. v. Westinghouse Elec. Co. LLC, 166 A.3d 912, 925 (Del. 2017). 77 Bay Point Cap. P’rs. L.P. v. Fitness Recovery Holdings, LLC, 2021 WL 5578705, at *4 (Del. Super. Nov. 30, 2021). 78 Village Practice Management Co., LLC v. West, 342 A.3d 295, 313 (Del. 2025). 17 statement of misrepresentation; 2) that the defendant knew was false or made with
reckless indifference to the truth; 3) the statement induced the plaintiff to enter the
agreement; 4) the plaintiff’s reliance was reasonable; and 5) the plaintiff was injured
as a result.”79
The elements of fraudulent concealment are:
(1) deliberate concealment by a party of material past or present fact, or silence in the face of a duty to speak; (2) that party acted with scienter; there was an intent to induce reliance by the claimant upon the concealment; (4) causation; and (5) damages resulting from the concealment.80
Lineup advances several arguments for dismissal.
1. The integration clause does not bar Lee’s fraud claims.
An adequately pled fraud claim must establish justifiable reliance upon the
defendant’s false representation.81 Delaware, in accordance with its respect for
parties’ freedom of contract, allows parties to craft contractual provisions that
insulate either, or both, from the other party claiming justifiable reliance on
precontractual representations.82 But “Delaware will enforce only ‘clear anti-
reliance clauses’ where the part[ies] ha[ve] unambiguously ‘contractually promised
79 ITW Glob. Invs. Inc. v. Am. Indus. P’rs Cap. Fund IV, L.P., 2017 WL 1040711, at *6 (Del. Super. Mar. 6, 2017). 80 Chesapeake Ins. Advisors, Inc. v. Desola, 2018 WL 565306, at *4 (Del. Super. Jan. 24, 2018) (citing Nicolet, Inc. v. Nutt, 525 A.2d 146, 148 (Del. 1987)). 81 Johnson & Johnson v. Fortis Advisors LLC, — A.3d —, 2026 WL 89452, at *32 (Del. 2026) (citations omitted). 82 Abry P’rs V, L.P. v. F & W Acq. LLC, 891 A.2d 1032, 1035 (Del. Ch. 2006). 18 that [they] did not rely upon statements outside the contract’s four corners in
deciding to sign the contract.’”83 Thus, “‘standard integration clauses without
explicit anti-reliance representations, will not relieve a party of its oral and extra-
contractual fraudulent representations.’”84
Even absent an anti-reliance clause, the parol evidence rule will preclude a
fraud claim where the extracontractual representation directly conflicts with express
contractual language.85 Put another way, an integration clause does not bar reliance
on misrepresentations outside the four corners of an agreement, “it precludes
reliance on precontractual understandings of facts that are within the four corners of
that agreement.”86 Thus, where the parties’ agreement contains only a standard
integration clause, the relevant inquiry is whether the alleged extracontractual
fraudulent representations directly conflicts with an express provision in the
contract.87
83 Johnson & Johnson, 2026 WL 89452, at *32 (quoting Abry, 891 A.2d at 1059 (citation omitted)). 84 Id. 85 Park7 Student Housing, LLC v. PR III/ Park7 SH Holdings, LLC, 340 A.3d 614, 618–619 (Del. Ch. 2024); see also Trifecta Multimedia Holdings, Inc. v. WCG Clinical Servs. LLC, 318 A.3d 450 (Del. Ch. 2024) (“While a standard integration clause alone will not bar a fraudulent inducement claim, a standard integration clause does bar the admission of extrinsic evidence ‘for the purpose of varying or contradicting the terms of that contract.’”) (citation omitted). 86 Park7, 340 A.3d at 618–19. 87 Id. at 618. Park7 is instructive on the type of direct conflict necessary to bar fraud claims based solely on an integration clause. In Park7, the Court of Chancery dismissed a fraudulent inducement claim where the parties’ agreement directly contradicted precontractual representations and contained an integration clause. The precontractual representation concerned a statement that defendants assured plaintiff that it would be granted “as many extensions” as were “needed for it” to comply with certain post-closing obligations. Id. at 616. The agreement, however, only allowed plaintiff “a one-time right to extend.” Id. at 617. The Park7 court reasoned 19 There is no dispute that the agreements do not contain an anti-reliance clause.
Lineup relies solely on the MSA’s integration clause to argue that where, as here, a
contract contains a broad integration clause, it is sufficient to render any reliance on
extracontractual representations, unreasonable.88 Lineup contends that the alleged
fraudulent misrepresentations are directly contradicted by the terms of the MSA and
subsequent Change Requests.
The purported conflict is found in the term “core functionality.” According
to Lineup, Lee claims that Lineup made fraudulent misrepresentations “as to the
inherent, core functionalities of Adpoint.”89 Lineup’s reasoning is that Lee cannot
claim to have been fraudulently induced as to the core functionalities of Adpoint
because the MSA explicitly defines Core Functionalities and the functions about
which Lee complains are not core functionalities.90 Lineup, however,
mischaracterizes Lee’s argument and misconstrues the MSA.
Lineup’s position is premised on Core Functionality in the MSA meaning the
essential (core) features that were negotiated between the parties. From this starting
point, Lineup argues that the features Lee contends were missing from Adpoint were
non-core (and thus not Core Functionalities) that Lee did not request until after
that the plain language of the agreement afforded only one right of extension, therefore the plaintiff could not justifiably rely on precontractual statements of unlimited extensions. Id. at 620. 88 Mot. at 10. 89 Id. at 16. 90 Id. at 17–18. 20 delivery of Adpoint. According to Lineup, Lee changed its desires, which is why
Change Requests were needed to add these additional features.
Lineup’s argument contorts the MSA’s definition. It does not mean the
essential features negotiated between the parties. Reading the contract objectively,
as the Court must do,91 Core Functionalities is a triage term—used to assess the
urgency of faults in Adpoint. Core Functionality is defined in Schedule 2 of the
MSA, which largely governs Adpoint’s connectivity to the “underlying database”
and services offered by Lineup to regain functionality when a fault occurs. For
example, Section 1.1(b) requires Lineup to “use commercially reasonable efforts to
ensure that the Software is connected and available to Authorized Users 24 hours a
day, 7 days a week….”92 Lineup is also required to remotely monitor the Software93
and provide Help Desk services 24 hours a day94 and when faults occur, Lineup is
required to classify the fault,95 which will be responded to in the time-periods
specified in Section 1.5.96 Faults in Core Functionality have the highest priority (and
quickest response time), while Non-Core Functionality faults are categorized as
“Non-urgent” or “Low.”97 In this context, Core Functionality is not an all-
91 Bitgo Holdings, Inc. v. Galaxy Digital Holdings, Ltd., 319 A.3d 310, 322 (Del. 2024). 92 Schedule 2 § 1.1(b). 93 Id.§ 1.3. 94 Id. § 1.4. 95 Id. § 1.4(c). 96 Id. § 1.5 97 Id. 21 encompassing term that captures each function of Adpoint (as Lineup urges), and
thus, does not contradict Lineup’s representations during the Demonstrations.
The SOW bolsters this conclusion. The MSA explicitly contemplates that a
comprehensive list of Deliverables “agreed during the proposal process” will be
identified in the SOW.98 Section 5 of the SOW provides that “the Project Scope has
been based on Sales Demonstrations of Adpoint and in-depth conversations with Lee
[].”99 Consistent with its stated purpose, the SOW outlines the Deliverables of a
“standard Adpoint system” including the ability to separate out revenue recognition
from billing type100 and Adpoint’s system settings ability to restrict certain functions
from certain roles.101 Thus, the SOW—not the MSA’s Core Functionality (a triage
term)—governs the expected Deliverables and functions of Adpoint. And not only
does the SOW not conflict with the representations made during the Demonstrations,
it expressly acknowledges them.102
Lineup’s reliance on Change Requests fairs no better. It argues that the
Change Requests “underscore[] that a change from the MSA was needed in order
98 Id. §§ 1, 3. 99 SOW § 5 (emphasis added). 100 Id. § 11.2.3. 101 Id. § 13.11. 102 The parties take opposing views as to whether the Demonstrations were affirmatively incorporated in the SOW. AB at 18; D.I. 36 (Reply Brief) at 13–16. The Court need not come to a conclusion on these competing contentions because justifiable reliance necessary to plead a fraud claim does not rise or fall with the Demonstrations’ incorporation. The Court opts for the narrower path here and only finds that the Demonstrations were not contradicted by the MSA, SOW, or subsequent Change Requests. 22 for Lee to request additional functions that it wanted.”103 Effectively, Lineup asks
the Court to immunize its alleged fraud because Lee sought Change Requests to
bring the Adpoint system it received in compliance with the functionality that was
represented during the Demonstrations. As explained, “any waiver of extra-
contractual fraud must be effectuated through ‘unambiguous anti-reliance language’
from the party seeking to rely on extra-contractual statements.”104 None of the
parties’ agreements contain such a provision, therefore Lineup cannot “‘escape the
responsibility for its own [alleged] fraudulent representation made outside of the
agreement’s four corners,’”105 at this stage of the proceedings.
2. Lee’ s fraud claims satisfy Rule 9(b)’s particularity requirement.106
Superior Court Civil Rule 9(b) requires a plaintiff to plead fraud with
particularity as “to the time, place, and contents of the false representations; the facts
misrepresented; the identity of the person(s) making the misrepresentation; and what
the person(s) gained from making the misrepresentation.”107
103 Mot. at 17. 104 Johnson & Johnson 2026 WL 89452, at *32 (quoting Abry, 891 A.2d at 1059). 105 Id. 106 Lee contends that Lineup waived its argument as it pertains to Rule 9(b)’s particularity requirement because it did not explicitly raise Rule 9(b) in its affirmative defenses. AB at 15. The Court does not reach the merits of Lee’s contention because, as explained below, Lee’s claims satisfy Rule 9(b). 107 Valley Joist BD Holdings, LLC v. EBSCO Indus., Inc., 269 A.3d 984, 988 (Del. 2021). 23 a. Lee sufficiently alleges scienter.
While fraud requires particularity, Rule 9(b) permits “knowledge and other
condition of mind of a person [to] be averred generally.”108 Even so, there must be
sufficient well-pled facts “‘from which it can reasonably be inferred
that…something was knowable and that the defendant was in a position to know
it.’”109 And, “[u]nder Delaware law, scienter is satisfied if the defendant knew its
representation was false or made it with reckless indifference to the truth[.]”110
Lineup argues that Lee’s fraudulent inducement claim lacks factual
allegations to support a reasonable inference of scienter.111 Lee alleges that Lineup,
as developer of Adpoint, knew the system’s capabilities and that Lee desired a
comprehensive software platform, with specific features. Despite the knowledge
that Adpoint could not deliver the services Lee’s RFPs requested, Lineup
orchestrated live demonstrations and provided solution design documents that
purported to represent an Adpoint system with the finance solutions that Lee needed.
The Counterclaim sufficiently pleads facts supporting a reasonable inference of
scienter.
108 Super. Ct. Civ. R. 9(b). 109 Valley Joist, 269 A.3d at 988 (quoting Trenwick Am. Litig. Tr. v. Ernst & Young, L.L.P., 906 A.2d 168, 208 (Del. Ch. 2006)). 110 Johnson & Johnson, 2026 WL 89452, at *30. 111 Mot. at 18–20. 24 Lineup further argues that Lee cannot claim that Lineup knew of Adpoint’s
deficiencies because “[a] party cannot plausibly allege that a counterparty knowingly
misrepresented that a function was already included in an agreement when the party
later formally amended that agreement to add the same function.”112 That argument
conflates false contractual representations with the type of precontractual allegations
of fraudulent inducement alleged here. Whether the functions presented in the
Demonstrations were later agreed to as part of the Change Request, or not, does not
negate the alleged factual misrepresentations made before entering into the contract.
That is, simply because Lee entered into Change Requests does not negate the
knowledge (or, at a minimum, reckless indifference) that Lineup had at the time of
making the alleged misrepresentations.113
b. Lee sufficiently alleges an affirmative act of concealment.
“The gravamen of a fraudulent concealment claim is an affirmative act of
concealment by a defendant–an ‘actual artifice’ that prevents a plaintiff from gaining
knowledge of the facts or some misrepresentation that is intended to put the plaintiff
off the trail of inquiry.”114 To plead an affirmative act of concealment, a plaintiff’s
allegations must support a reasonable inference that the defendant engaged in an
112 Id. at 18. 113 See Johnson & Johnson, 2026 WL 89452, at *30 (measuring scienter at the time the misrepresentation was made). 114 Renovaro Inc. v. Gumrukcu, 2025 WL 3134533, at *8 (Del. Ch. Nov. 7, 2025) (internal quotation marks and citations omitted). 25 action designed or intended to prevent the discovery of facts giving rise to a fraud
claim.115 Active concealment must be more than just silence, “but not much
more[.]”116 It “can be as small as ‘a single word, even a nod or a wink or a shake of
the head or a smile or gesture intended to induce another to believe in the existence
of a nonexisting fact….’”117 Rule 9(b) requires that active concealment be alleged
with particularity.118
Lineup argues that Lee fails to allege active concealment.119 Lee’s allegations,
however, describe Lineup’s effort to curate demonstrations of a software meeting
Lee’s stated needs. Then, when the Adpoint system failed to perform and Lee
confronted Lineup about the deficiencies, Lineup relabeled the functions
demonstrated as “more advanced,” requiring Change Requests. Characterizing the
Change Requests as necessary, Lee argues, allowed Lineup to further delay delivery
of Adpoint, disguising Adpoint’s deficiencies and Lineup’s inability to cure them.
Lee further supports its allegations with specific points in the October Demo
when the misrepresentations were made (approximately 40 minutes; 1 hour 14
minutes; 1 hour 17 minutes; 1 hour 20 minutes; 1 hour 21 minutes) and the contents
of the misrepresentations, gives specific dates when the Adpoint system was initially
115 Id. at *9. 116 Johnson & Johnson, 2026 WL 89452, at *29. 117 Id. (quoting Nicolet, 525 A.2d at 149). 118 Renovaro Inc., 2025 WL 3134533, at *9. 119 Mot. at 23. 26 made available to Lee and when the specific deficiencies were discovered. Lee
further provides facts of Lineup’s response after the deficiencies were discovered,
details the Change Requests process, and describes Lineup’s position that the
Change Requests were necessary and would ultimately rectify the complained of
deficiencies. Those allegations survive Rule 9(b)’s particularity requirement.
Lineup next argues that the plain language of the MSA defeats Lee’s
fraudulent concealment claim because Lee’s concealment claim relies on the
“recast[ing] [of] missing core functionality as out-of-scope enhancement issues,
requiring new Change Requests.”120
Again, Lineup relies on the defined term Core Functionalities to assert that it
could not have concealed core functionalities because the MSA addressed them.121
Therefore, Lineup continues, Lee’s allegations that Lineup used the Change
Requests to further conceal its alleged fraud fails because Lineup did not recast the
Core Functionalities as defined in the MSA.122
120 Countercl. ¶ 31; Mot. at 23. 121 Mot. at 23. 122 Id. Lineup additionally contends that allegations of its delayed rollout of Adpoint are refuted by Section 5.2 of the MSA. Id. Section 5.2 states, in relevant part, that “[t]he parties acknowledge that schedules are estimates and not a binding commitment that schedules will be met.” MSA § 5.2. But Lee’s allegations go beyond a mere delay, it alleges that Adpoint was rolled out in piecemeal as an artifice to further disguise Lineup’s inability to cure Adpoint’s deficiencies. That allegation does not falter simply because the parties agreed that scheduled estimates would not be binding. 27 Lineup’s argument fails for the same reason stated above. Core Functionalities
does not have the meaning Lineup attempts to ascribe to it—it is used to reference
higher priority system faults.
3. Lee is not impermissibly bootstrapping its breach of contract claim.
Lineup’s final attack against Lee’s fraudulent inducement claim invokes the
anti-bootstrapping rule. The purpose of the anti-bootstrapping rule is “to prevent
what would amount to a double recovery for the same alleged wrongdoing under
both tort and contract theories of liability.”123 Functionally, the “rule bars a fraud
claim where the plaintiff merely adds the term fraudulently induced to a complaint
or alleges that the defendant never intended to comply with the agreement at issue
at the time the parties entered into it[.]”124 But “the anti-bootstrapping rule does not
prevent parties from bringing a fraud claim if…the conduct occurs prior to the
execution of the contract and thus with the goal of inducing the plaintiff’s signature
and willingness to close on the transaction.”125
Lineup argues that the allegations of fraudulent inducement do not go beyond
mere non-performance of a contract and are thus, the product of a breach of contract
claim.126 Lee’s fraudulent inducement claim, however, is premised on a different
123 Mosaic US Holdings LLC v. Atlas Tech. Sols., 2025 WL 483064, at *6 (Del. Super. Jan. 22, 2025). 124 Levy Family Investors, LLC v. Oars + Alps LLC, 2022 WL 245543, at *8 (Del. Ch. Jan 27, 2022) (internal quotation marks and citations omitted). 125 Id. (cleaned up). 126 Mot. at 21. 28 factual scenario, setting forth a pattern of conduct occurring prior to the execution
of the MSA. Namely, Lee claims that in response to its RFPs, Lineup presented a
software that would meet Lee’s needs. The Demonstrations, however, were false
when made and did not accurately represent the Adpoint system that would
ultimately be delivered. Those allegations describe conduct that occurred “prior to
the execution of [the MSA] and thus with the goal of inducing [Lee’s] signature and
willingness to close on the transaction[.]”127
Even so, a “failure to plead separate damages is an independent ground for
dismissal.”128 To survive, a fraud claim pled contemporaneously with a claim for
breach of contract must seek “damages that are qualitatively different from those
available for breach of contract.”129 But, “at the pleading stage, a plaintiff is not
required to articulate exactly how the fraud and breach of contract damages
diverge.”130 And where a plaintiff “might be entitled to greater damages through its
fraud claim,” the anti-bootstrapping rule does not apply.131
127 Levy Family Investors, 2022 WL 245543, at *8; see also In re Bracket Holding Corp. Litig., 2017 WL 3283169, at *9 (Del. Super. July 31, 2017) (“Generally, allegations focused on the inducement to contract…avoid[] the bootstrapping doctrine.”). 128 Driven Intermediate Holdings, Inc. v. Jimenez, 2025 WL 2631622, at *4 (Del. Super. Aug. 28, 2025). 129 WIA Holdings LLC v. Scottish Am. Cap. LLC, 2026 WL 147457, at *13 (Del. Ch. Jan. 20, 2026). 130 Partners & Simons, Inc. v. Sandbox Acquisitions, LLC, 2021 WL 3159883, at *5 (Del. Ch. July 26, 2021). 131 Swipe Acquisition Corp. v. Krauss, 2020 WL 5015863, at *12 (Del. Ch. Aug. 25, 2020). 29 Here, Lee seeks contractual damages in the amount paid to Lineup.132 The
fraudulent inducement claim seeks additional damages, including the amount it paid
to its own employees in an attempt to discover and resolve Adpoint’s issues and the
costs to hire outside consultants to address the very accounting issues that Adpoint
purported to, but allegedly did not, solve.133
For now, Lee has sufficiently differentiated its breach damages from its
fraudulent inducement damages to survive the anti-bootstrapping rule.134
B. The breach of contract claim
In the alternative, Lee asserts breach of contract. An adequately pled breach
of contract claim must demonstrate: (1) the existence of the contract; (2) the breach
of an obligation imposed by that contract; and (3) that the plaintiff suffered damages
as a result of the breach.135 “In alleging a breach of contract, a plaintiff need not
plead specific facts to state an actionable claim. Rather, a complaint for breach of
contract is sufficient if it contains a short and plain statement of the claim showing
that the pleader is entitled to relief.”136 The allegations “must only give the
defendant fair notice of a claim and is to be liberally construed.”137 A complaint that
132 Countercl. ¶ 52. 133 Countercl. ¶ 41. 134 Am. Auto. Ass’n of N. Calif. v. Barnes Assocs., Inc., 2020 WL 4729063, at *5 (Del. Ch. Aug. 13, 2020) (“It is simply not the case that damages in tort are generally likely to be co-extensive with damages in contract, and at a minimum, it is not possible to say that at the pleading stage.”). 135 VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003). 136 Id. at 611 (internal quotation marks and citations omitted). 137 Id. (citing Michelson v. Duncan, 407 A.2d 211, 217 (Del. 1979)). 30 gives fair notice “shifts to the defendant the burden to determine the details of the
cause of action by way of discovery for the purpose of raising legal defenses.”138
There is no dispute over the first and third elements. Lineup challenges the
second element and contends that Lee fails to adequately plead the breach of an
obligation for two reasons: First, Lee fails to allege a specific contractual provision
that was breached, relying instead on citations to general provisions in the
agreements. Second, Lee’s allegations of breach are refuted by the Change
Requests.139
Lee’s alleged breaches of the MSA, SOW, and Change Requests are rooted in
Lineup’s alleged failure to deliver a functioning Adpoint software service and the
Counterclaim cites to several sections of the MSA.140 Delaware’s pleading standard
is minimal notice pleading; pleading particularized facts is not required. With the
factual allegations, referenced above, Lee sufficiently alleges a breach of contract.
It is not required to allege which specific provisions were breached.
In any event, Lee did provide some examples. For instance, under Section
11.1(ii) of the MSA, Lineup warranted that “it will provide the Services and
138 Id. (quoting Klein v. Sunbeam Corp., 94 A.2d 385, 391 (Del. 1952)). 139 Mot. at 25–28. 140 Countercl. ¶ 50 (Citing Sections 4.2(i), 5.2, 6, 10.2(i), and 11.1(ii)). 31 Deliverables in good faith, in accordance with the terms of the applicable [SOW],
consistent with the standard of care to the SaaS industry….”141
The Court agrees with Lineup’s second contention that Lee cannot now rely
on the Services and Deliverables contracted for in the SOW but were subsequently
addressed in a Change Request.142 And, as Lee alleges, Change Requests were
submitted “across every major finance capability[.]”143 But the Change Requests
did not amend Lineup’s warranty in Section 11.1(ii), but rather amended Services
and Deliverables as set forth in the SOW.144 It is reasonably conceivable that failure
to deliver functions requested in the Change Request, as alleged, is both a failure by
Lineup to deliver Adpoint services in good faith, and is inconsistent with the
standard of care in the SaaS industry, thereby breaching the MSA.
Similarly, Section 6 states that if “Lineup is unable to…provide non-defective
Deliverables, [Lee] shall be entitled to recover the fees paid to Lineup for the
deficient…Deliverables for such [SOW], but not under any other [SOW] or any
damages.”145 The Change Requests supersede the relevant SOW, but Lee’s core
allegation as to breach is that it never received a non-defective Adpoint product. As
141 MSA § 11.1(ii). 142 See Maka v. Musial, 2025 WL 1744936, at *8 (Del. Super. June 11, 2025). 143 Counter Cl. ¶ 30. 144 MSA §§ 1 (defining Change Request as “the document requesting a change(s) in the Services and Deliverables.”), 10.1. 145 Id. § 6. 32 alleged, it is reasonably conceivable that Lineup breached its obligation to provide
“non-defective” Deliverables.
Lineup retorts that Lee’s failure to allege that it rejected a Deliverable within
15 days precludes its claim for breach of Section 6.146 But Section 6’s requirement
of acceptance or rejection within 15 days says nothing to that effect. And to the
contrary, Section 24.4 states
[t]he failure of either [p]arty to take action as a result of a breach of [the MSA] by the other [p]arty shall constitute neither a waiver of the particular breach involved nor a waiver of any right to enforce any or all provisions of [the MSA] through any remedy by law, equity or [the MSA].147
Thus, even if Lee failed to reject Deliverables within Section 6’s 15-day
requirement, that failure does not operate as a waiver to a claim of breach.148
The Court need not address any other cited sections because Lee stated a claim
for breach of contract and the burden now shifts to Lineup to determine the details
through discovery. Accordingly, the Motion as to the breach of contract claim is
DENIED.
146 Mot. at 26–27. 147 MSA § 24.4. 148 See Aveanna Healthcare, LLC v. Epic/Freedom, LLC, 2021 WL 3235739, at *30 (Del. Super. July 29, 2021) (reasoning that defendant did not waive its challenge to an escrow funds’ release despite a contractual provision requiring objection to its release within 30 days because under the operative agreement’s no waiver provision, a failure to exercise a right under the agreement did not operate as a waiver of the unexercised right). 33 VI. CONCLUSION
An integration clause, absent anti-reliance language, does not preclude
reliance on extracontractual misrepresentations unless those misrepresentations are
directly contradicted by the subsequent written agreement. The misrepresentations
here are not contradicted by the parties’ agreements and thus are not barred by the
integration clause. Additionally, because the fraud claims are adequately pled and
do not constitute impermissible bootstrapping, Lineup’s Motion to dismiss these
claims is DENIED.
Lineup’s Motion as to the breach of contract claim is also DENIED because
Lee pleads facts that support a reasonably conceivable breach of Lineup’s
obligations under the MSA and Change Request.
IT IS SO ORDERED.
/s/Kathleen M. Miller Kathleen M. Miller, Judge