COURT OF CHANCERY OF THE STATE OF DELAWARE LOREN MITCHELL LEONARD L. WILLIAMS JUSTICE CENTER MAGISTRATE IN CHANCERY 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
July 25, 2025
Lisa A. Schmidt, Esquire Sarah R. Martin, Esquire Matthew D. Perri, Esquire Trevor T. Nielsen, Esquire Brendan W. Clark, Esquire Greenberg Traurig, LLP Richards, Layton, & Finger, P.A. 222 Delaware Avenue, Suite 1600 920 North King Street Wilmington, Delaware 19801 Wilmington, Delaware 19801
RE: MarketWise, LLC, and MarketWise, Inc. v. Mark Arnold, C.A. No. 2025-0193-LM
Dear Counsel:
Pending before me are the cross-motions for summary judgment in Plaintiffs’
request for the Court to find that Defendant’s claims, seeking damages for alleged
loss of equity interest in MarketWise, are not subject to arbitration. Briefing on these
motions concluded on March 30, 2025. An in-person oral argument on the motions
was held on July 15, 2025. For the reasons I explain below, I find that the parties
herein have agreed in the employment agreement to arbitrate issues of arbitrability. C.A. No. 2025-0193-LM July 25, 2025 Page 2 of 21
I. FACTUAL BACKGROUND1
By way of background, plaintiff, MarketWise, LLC, is a Delaware limited
liability company.2 The other plaintiff, MarketWise, Inc., is a Delaware corporation
(hereinafter collectively, “MarketWise” or “Plaintiffs”).3 Defendant, Mark Arnold
(hereinafter, “Mr. Arnold” or “Defendant”) is the former CEO and a former board
member of MarketWise, LLC.4 Defendant is also the former CEO and a former
Chairman of the board of MarketWise, Inc.5
A. Defendant’s Employment and Equity Interests
Mr. Arnold was hired by Marketwise in 2013 as the Director of Business.6 In
2017, Plaintiffs promoted Mr. Arnold to CEO of MarketWise.7 The Second
Amended and Restated Operating Agreement (hereinafter, “Operating Agreement”),
1 Citations to the Docket, and if needed, the exhibits attached, are cited in the form of “D.I. __, Ex. #”. The parties have jointly submitted exhibits 1–8 which are cited herein as “JX- __.” D.I. 13 at 2 n.1; See D.I. 13, Ex. 1–8. What follows is a statement of the facts based upon the agreed upon facts of the parties, the exhibits submitted onto the docket, and when necessary factual determinations after weighing the assertions and evidence presented within each individual motion in favor of the nonmoving party. 2 D.I. 6 at ¶ 6. 3 Id. at ¶ 7. 4 Id. at ¶ 8. 5 Id. at ¶ 8. 6 Id. at ¶ 11. 7 Id. at ¶ 12. C.A. No. 2025-0193-LM July 25, 2025 Page 3 of 21
to which Defendant and Plaintiffs are parties, was fully executed on June 20, 2020.8
The parties then fully executed an employment agreement (hereinafter,
“Employment Agreement”), which concerned Defendant’s service as the Executive
of MarketWise, on July 27, 2020.9 Both the Employment Agreement and the
Operating Agreement have a retroactive effective date of December 1, 2019.10 Under
the Second Amended and Restated Operating Agreement, MarketWise made
Defendant a member of MarketWise by awarding him Class B equity unit shares.11
The Employment Agreement contained an equity incentive compensation
provision which states in pertinent part that “the Executive shall be eligible to receive
equity incentive compensation with respect to the Company . . . pursuant to the
applicable equity incentive compensation plan documents of the Company . . . or
other agreements between Executive and the Company.”12 The Employment
Agreement also contains an arbitration provision.13 Under this, the Parties agreed to
submit any dispute arising from or relating to the Employment Agreement to the
American Arbitration Association (“AAA”) for arbitration to take place in
8 JX 1 at 1. 9 D.I. 13, Ex. A; JX 4. 10 JX 1 at 1; See JX 4 at 1. 11 JX 1, exhibit A-1; See D.I. 6 at ¶ 13. 12 JX 4 at §2(d); D.I. 6 at ¶ 13. 13 JX 4 at §12. C.A. No. 2025-0193-LM July 25, 2025 Page 4 of 21
Baltimore, Maryland.14 The provision also stated that “the Parties will not be
permitted to pursue court action regarding claims that are subject to arbitration.”15
In 2020, Defendant started negotiating with a Special Purpose Acquisition
Company (hereinafter, “the SPAC”).16 Defendant’s negotiations with the SPAC
culminated in a Business Combination Agreement (hereinafter, “the BCA”) between
MarketWise and the SPAC that dates as of March 1, 2021.17 Under the BCA,
Plaintiffs and the SPAC would merge, which would trigger the full vesting of
Defendant’s equity per the terms of the Operating Agreement.18 On June 21, 2021,
the BCA closed and Defendant’s equity accelerated such that it fully vested per the
terms of the Operating Agreement.19
Pursuant to the terms of the BCA, the parties executed the Third Amended
and Restated Operating Agreement (hereinafter, “Amended Operating Agreement”),
dated July 21, 2021.20 Under this Agreement, Defendant’s equity vested according
to an 8-year schedule; however, if the company were sold or underwent a change of
14 Id. 15 Id. 16 D.I. 6 at ¶16. 17 JX 2; D.I. 6 at ¶16. 18 JX 1 at §3.2; JX 2, Recital at 2; D.I. 6 at ¶17 19 D.I. 6 at ¶18; JX 2, Recital at 2; JX 1. 20 JX 2, Recital at 2; see JX 3. C.A. No. 2025-0193-LM July 25, 2025 Page 5 of 21
control, the vesting schedule would accelerate and Defendant’s equity would
accelerate and fully vest.21 Furthermore, Section 15.10 of the Third Amended and
Restated Operating Agreement states that “[a]ny suit, dispute, action, or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement shall be heard in the state or federal courts of the
State of Delaware, and the parties hereby consent to the exclusive jurisdiction of
such courts . . ..”22
B. Defendant’s Employment with MarketWise Ends
On November 17, 2022, Defendant’s employment with MarketWise ended
and Defendant executed the Letter Agreement and Release of Claims (“the Release”)
that collectively governed the terms of his separation from MarketWise.23 It is
disputed whether Defendant resigned or was terminated.24 The Letter Agreement
contains a Severance Payment provision which provides that Defendant would be
entitled to a lump-sum cash Severance Payment of $8,510,225 (less applicable
21 D.I. 6 at ¶15; JX 1 at §3.2. 22 JX 3 at §15.10. 23 D.I. 6 at ¶19; JX 5; JX 6. 24 See D.I. 6 at ¶ 19. C.A. No. 2025-0193-LM July 25, 2025 Page 6 of 21
deductions) so long as Defendant complied with the Employment Agreement, Letter
Agreement, and Release.25
The letter agreement states in pertinent part, “The Company . . . voluntarily
release and discharge you generally from all known or suspected claims, demands,
actions, . . . of every name and nature in law or in equity in connection with your
services . . ..”26 The Letter Agreement contains two exceptions in that: (1) it does not
“apply to claims that cannot legally be released[;]” and (2) it does not limit the
Company’s ability to pursue claims under this Letter Agreement or any claims
arising after the Company signs this Letter Agreement (including claims under the
Employment Agreement).27 The Release also contains an arbitration provision that
states, “any and all disputes arising out of or in any way relating to this Release shall
be submitted to binding arbitration . . . and conducted in accordance with the Rules
of the American Arbitration Association.”28
25 JX 5 at § 2. 26 Id. at § 4(a). 27 Id. 28 JX 6 at § 4. C.A. No. 2025-0193-LM July 25, 2025 Page 7 of 21
C. Equity Rescission and the Ensuing Dispute
On July 12, 2024, Plaintiffs rescinded Defendant’s equity interests.29 Plaintiffs
later reinstated Defendant’s equity, however Mr. Arnold rejects the reinstatement of
the equity units because he declares it to be an inadequate remedy due to the market
value of the stock declining in the intervening months.30 On November 22, 2024,
Defendant submitted a demand to the American Arbitration Association (AAA)
(hereinafter, “Demand”) claiming that: (1) Plaintiffs breached the Employment
Agreement when they rescinded Defendant’s equity; (2) Plaintiffs breached the
Letter Agreement’s “Severance Payment” and “Company Release” provisions, as
well as the Release itself, by rescinding Defendant’s equity; and (3) Plaintiffs
violated the Maryland Wage Payment and Collection Act by rescinding Defendant’s
equity.31 In the demand Defendant requests relief in the form of money damages of
Nine Million Dollars ($9,000,000.00), treble damages under the wage act, attorneys’
fees and costs, and prejudgment interest.
29 JX 7. 30 D.I. 6 at ¶ 23; JX 8. 31 JX 8 at 20–24. C.A. No. 2025-0193-LM July 25, 2025 Page 8 of 21
D. Procedural Posture
On February 2, 2025, Plaintiffs, MarketWise, LLC and MarketWise, Inc.,
filed a complaint requesting declaratory judgment, requesting the Court to enjoin
Defendant from prosecuting his demand before the AAA, and requesting an award
of attorneys’ fees and costs.32 On March 17, 2025, Defendant filed an answer
requesting that the Court dismiss the Complaint with prejudice and that the Court
compel Plaintiffs to arbitrate the demand.33 That same day, Defendant moved to
compel arbitration.34
On April 24, 2025, the parties each moved for summary judgment alongside
opening briefs.35 On May 14, 2025, Plaintiffs filed a motion to expedite or, in the
alternative, a motion for preliminary injunction seeking to resolve the pending
dispositive motions or temporarily stay an arbitration filing until their resolution.36
A telephonic hearing on Plaintiffs’ motion for expedited proceedings or, in the
alternative, motion for preliminary injunction was held on May 28, 2025.37 The
32 D.I. 1. 33 D.I. 6. 34 D.I. 7. 35 D.I. 10; D.I. 11; D.I. 12. 36 D.I. 17. 37 D.I. 19; D.I. 26. C.A. No. 2025-0193-LM July 25, 2025 Page 9 of 21
matter was taken under advisement.38 A telephonic bench ruling was held on May
29, 2025, in which the Court denied Plaintiffs’ motion to expedite but granted
Plaintiffs’ motion for preliminary injunction, enjoining Mr. Arnold from pursuing
the claims within the Demand under the AAA.39
On May 30, 2025, the parties each submitted their final responsive briefs in
support of their respective motions for summary judgment. 40 Oral argument took
place as scheduled on July 15, 2025.41 Thereafter, I took this matter under
advisement.
II. ANALYSIS
The Court will grant a motion for summary judgment through a showing “that
there is no genuine issue as to any material fact and that the moving party is entitled
to judgment as a matter of law.”42 A material fact that will preclude summary
judgment is one that “might affect the outcome of the suit under governing law.”43
A genuine issue of material fact exists where “the evidence is such that a reasonable
38 D.I. 26. 39 D.I. 29; D.I. 28. 40 D.I. 31; D.I. 32. 41 D.I. 30; D.I. 38. 42 Ct. Ch. R. 56(c). 43 Deloitte LLP v. Flanagan, 2009 WL 5200657, at *3 (Del. Ch. Dec. 29, 2009) (quoting Anderson v. Liberty Lobby Inc., 477 U.S. 242, at *248 (June 25, 1986)). C.A. No. 2025-0193-LM July 25, 2025 Page 10 of 21
jury could return a verdict for the nonmoving party.”44 “[T]he moving party has the
burden of demonstrating that there is no material question of fact.”45 After the
moving party has met this burden, the burden then shifts to the non-moving party to
produce “some evidence of a disputed material fact.”46
“In deciding a motion for summary judgment, the facts must be viewed in the
light most favorable to the nonmoving party.”47 “When the Court is presented with
cross-motions for summary judgment, the Court may ‘deem the motions to be the
equivalent of a stipulation for decision,’ but ‘[t]he existence of cross-motions . . .
does [not] change the standard for summary judgment.’”48 When cross-motions are
filed and the parties have identified no issues of material fact the Court may deem
the motions to be “the equivalent of a stipulation for decision on the merits based on
the record submitted.”49 When evaluating these cross-motions, “the court examines
each motion independently and only grants a motion for summary judgment to one
44 Id. 45 Senior Tour Players 207 Mgmt. Co. LLC v. Golftown 207 Hldg. Co., 853 A.2d 124 at *126 (Del. Ch. Mar. 10, 2004). 46 In re El Paso Pipeline P’rs, L.P. Deriv. Litig., 2014 WL 2768782 at *8 (Del. Ch. June 12, 2024). 47 Senior Tour Players, 853 A.2d at *126. 48 Harris v. Limon-Nunez, 2021 WL 8741647, at *4 (Del. Ch. Oct. 22, 2021) (quoting Bernstein v. Tact Manager, Inc., 953 A.2d 1003, at *1007 (Del. Ch. Nov. 20, 2007)). 49 Ct. Ch. R. §56(h). C.A. No. 2025-0193-LM July 25, 2025 Page 11 of 21
of the parties when there is no disputed issue of material fact and that party is entitled
to judgment as a matter of law.”50 “[T]he mere existence of cross-motions does not
necessarily indicate that summary judgment is appropriate for one of the parties
[and] a movant will be granted relief only if the Court determines that the record
does not require a more thorough development to clarify the law or its application to
the case.”51
In this case the parties agree to the submission of documents that are material
to the underlying question of arbitrability to Mr. Arnold’s claims.52 Additionally, the
parties, by in large, agree to the facts relevant to any necessary determination of law
on the validity of the arbitration clauses in the provided agreements and do not
appear to make any specific arguments to there being any dispute of material fact in
their respective briefings.53
50 Harris, 2021 WL at *4 (quoting Bernstein, 953 A.2d at *1007). 51 Baring v. Condrell, 2004 WL 2340047, at *3 (Del. Ch. Oct. 18, 2004) (citing Kronenberg v. Katz, 872 WL 568, at *584 (Del. Ch. 2004)). 52 D.I. 12 at 2 n. 2; D.I. 6. 53 D.I. 12 at 10; D.I. 10. C.A. No. 2025-0193-LM July 25, 2025 Page 12 of 21
A. The Employment Agreement clearly and unmistakably shows the parties have agreed to arbitrate questions of substantive arbitrability.
“The threshold question regarding the validity of an arbitration agreement is
known as substantive arbitrability.”54 “In order to determine whether claims should
be resolved through arbitration, the court must first determine whether substantive
arbitrability will ultimately be decided by the court or [by] an arbitrator.”55 The
Court decides questions of substantive arbitrability “unless the parties clearly and
unmistakably provide otherwise.”56
“[T]he parties are considered to have explicitly and clearly provided for
arbitrability to be an issue for the arbitrator where they have ‘generally provide[d]’
for arbitration of all disputes, and ‘incorporate[d] a set of arbitration rules (such as
the AAA rules) that provide for the arbitrator to address the issue.”57 When the
arbitration agreement incorporates a set of arbitration rules that delegate to the
arbitrator issues of arbitrability a heavy presumption is created that “the parties
54 DMS Properties-First, Inc. v. P.W. Scott Associates, Inc., 748 A.2d 389, 391 (Del. 2000). 55 West IP Common’s, Inc. v. Xactly Corp., 2014 WL 3032270, at *6 (Del. Super. Ct. June 25, 2014). 56 James & Jackson, LLC v. Willie Gary, LLC, 906 A.2d 76, 79 (Del. 2006) (internal quotation marks omitted). 57 Hagler v. Evolve Acquisition LLC, 2021 WL 6123549, at *4 (Del. Ch. Dec. 28, 2021) (quoting Willie Gary, LLC, 906 A.2d at 80); see also McLaughlin v. McCann, 942 A.2d 616, 625 (Del. Ch. Feb. 21, 2008) (“[A] reference to the AAA Rules provide[s] evidence of the parties’ clear and unmistakable intent to arbitrate arbitrability.”). C.A. No. 2025-0193-LM July 25, 2025 Page 13 of 21
intended to delegate substantive arbitrability[,]” and then the remaining prong asks
“whether that heavy presumption is overcome because the parties did not agree to
arbitrate generally all disputes.”58 “To maintain the presumption, an arbitration
agreement does not need to delegate all cases to arbitration; it must only generally
provide for arbitration of all disputes.”59
Mr. Arnold claims that the integration of the AAA rules empowers the
arbitrator to determine the issue of arbitrability.60 The arbitration clause in the
Employment Agreement states, in relevant part, “[t]he Parties agree that any dispute
arising from or relating to this Agreement, or breach thereof, shall be submitted to
the American Arbitration Association for binding arbitration… under the rules of
the AAA Employment Arbitration Rules and Mediation Procedures[.]”61 The second
prong of the Willie Gary standard requiring that the arbitration clause “incorporates
a set of arbitration rules that empower arbitrators to decide arbitrability’ such as the
58 BuzzFeed Media Enterprises, Inc. v. Anderson, 2024 WL 2187054, at *5 (Del. Ch. May 15, 2024) (internal citation omitted). 59 Id. (citing Willie Gary, LLC, 906 A.2d at 80) (collecting cases and finding that “if a provision generally refers all but a subset of disputes to arbitration, that subset must overwhelm the whole to negate that broad delegation.”). 60 D.I. 31 at 13. 61 JX 4 at §12. C.A. No. 2025-0193-LM July 25, 2025 Page 14 of 21
AAA rules” is therefore fulfilled here, creating a heavy presumption that the parties
have agreed to arbitrate arbitrability.62
The arbitration clause in the Employment Agreement does contain a carve out
provision stating, “in the event of any Party’s breach of any of the covenants set
forth in Sections 3, 4, 5, or 8, a Party shall have the right to obtain injunctive relief
from any federal or state court of competent jurisdiction … and will not be required
to arbitrate any claim for breach of such Sections.”63 It is true that the incorporation
of the AAA rules alone does not fulfill this standard when there is a carve out
authorizing certain issues be pursued in the courts, requiring then, “something other
than the incorporation of the AAA rules” to establish an intent to submit the question
of substantive arbitrability to the arbitrator.64 However, for these carveouts to
overcome the presumption, the subsets “must be obviously broad and substantial[,]”
or said differently “must overwhelm the whole to negate that broad delegation.”65
62 Blackmon v. O3 Insight, Inc., 2021 WL 868559, at *3 (Del. Ch. Mar. 9, 2021) (quoting Willie Gary, LLC, 906 A.2d at 79); see also BuzzFeed Media Enterprises, Inc., 2024 WL at *5 (“Satisfaction of the first prong creates a heavy presumption that the parties intended to delegate substantive arbitrability”). 63 JX 4 at §12. 64 Blackmon, 2021 WL at *3 (quoting Willie Gary, LLC, 906 A.2d at 79). 65 BuzzFeed Media Enterprises, Inc., 2024 WL at *6. C.A. No. 2025-0193-LM July 25, 2025 Page 15 of 21
The carveouts here do not fulfill such a standard; therefore, both prongs have been
met.
The arbitration clause incorporates the rules of the AAA which provide for
the delegation of issues of substantive arbitrability to the arbitrator and the clause
also provides generally for the arbitration of all disputes arising under the
Employment Agreement.66 The arbitration clause is also without the type of carveout
that would indicate the parties agreed to the Court’s jurisdiction over substantive
arbitrability such that it could overcome the weighted presumption in favor of
delegation that arose through the incorporation of the AAA rules.67 The Employment
Agreement, read on its own, therefore, properly delegates issues of substantive
arbitrability to be decided by the arbitrator.
B. The Operating Agreement does not disrupt the Employment Agreement’s delegation of arbitrability.
The Parties argued extensively at oral argument and in their briefing on
whether there is a problem of competing agreements between the parties, one of
which, the Employment Agreement, containing an arbitration clause,68 and the
others, the Operating Agreement and Amended Operating Agreement, which
66 JX 4 §12. 67 Id. 68 JX 4 at § 12. C.A. No. 2025-0193-LM July 25, 2025 Page 16 of 21
provide for issues to be handled in the state or federal courts of Delaware.69 The
claims within Defendant’s Demand rest on whether Plaintiffs’ rescission of
Defendant’s equity was a wrongful breach of contract under the Employment
Agreement, Letter Agreement, and Release.70 The Plaintiffs seem to argue that a
determination must be made as to whether the Defendant’s claims arise out of the
Employment Agreement and/or the Operating Agreement in order to answer the
question of whether the parties have delegated the issue of substantive arbitrability
to the arbitrator.71 I disagree.
“[T]he existence of an arbitration agreement is a question for the Court[,]”72
but once the existence has been established the Court should explicitly leave
questions of substantive arbitrability to the arbitrator if it is also established that the
parties have clearly and explicitly agreed to arbitrate arbitrability.73 When “various
69 JX 3 at §15.10. Under the Operating agreements disputes were to be submitted to the United States District Court for the State of Florida or any Florida State Court but the Amended Operating Agreement supersedes that provision. Id.; JX 1 at § 9.6. 70 JX 8 at 20–22. 71 D.I. 12 at 19–20; D.I. 32 at 2–9. 72 BuzzFeed Media Enterprises, Inc., 2024 WL at *13 (citing Field Intel. v. Xylem Dewatering Solutions Inc., 49 F.4th 351, 356–58 (3d Cir. 2022); Dasher v. RBC Bank (USA), 745 F.3d 1111, 1116–17 (11th Cir. 2014)). 73 Henry Schein, Inc. v. Archer and White Sales, Inc., 586 U.S. 63, 69 (2019) (“[B]efore referring a dispute to an arbitrator, the court determined whether a valid arbitration agreement exists. But if a valid agreement exists and if the agreement delegates the arbitrability issue to an arbitrator, a court may not decide the arbitrability issue.”); see also Fairstead Capital Management LLC v. Blodgett, 288 A.3d 729, 753 (Del. Ch. Jan. 6, 2023) C.A. No. 2025-0193-LM July 25, 2025 Page 17 of 21
contracts are implicated in a claim and those contracts diverge on the matter of
arbitral dispute resolution, [the] requirement that a provision mandate the arbitration
of all disputes is impossible to satisfy.”74 As the analysis above already describes,
“[c]lear and unmistakable evidence” necessary to commit questions of substantive
arbitrability to an arbitrator cannot exist when this prong is not satisfied. 75 “[W]hen
the arbitration petition is brought according to the terms of an arbitration provision
in one agreement, with a claim expressly invoking or relying on another arbitration-
free agreement,” the Court decides the arbitrability of the claims, but the Court does
not assume issues “of substantive arbitrability where the claim is not expressly under
an arbitration free agreement.”76
The parties’ arguments relating to this issue circled largely around three cases
dealing with arbitral issues arising out of multiple agreements. The Plaintiffs cite to
Coinbase and Fairstead in support of their argument that because two agreements
with conflicting arbitration clauses have been implicated this Court must make the
(“[A] court must address issues of contract formation before deferring to an arbitrator to resolve the who decides question under a delegation provision.”). 74 Fairstead Capital Management LLC, 288 A.3d at 758 (quoting AffiniPay, LLC v. West, 2021 WL 4262225 at *5 (Del. Ch. Sept. 17, 2021)). 75 See id. 76 BuzzFeed Media Enterprises, Inc. 2024 WL at *17 (citing Fairstead Capital Management LLC 288 A.3d at 744–45; Kokorich v. Momentus Inc., 2023 WL 3454190, at *6 (Del. Ch. May 15, 2023)). C.A. No. 2025-0193-LM July 25, 2025 Page 18 of 21
determination of the underlying arbitrability of the claim.77 Defendant argues that
there is a factual distinction from the case at hand to these cases presented by the
Plaintiffs, which is that Mr. Arnold’s claims have been brought under one
agreement, the Employment Agreement.78 At oral argument this issue was focused
to the third case, BuzzFeed, with the Defendant arguing that BuuzFeed supports its
position regarding which agreement has been expressly implicated in the underlying
claims.
I found BuzzFeed to be both informative on the other two cases but decisive
as to the outcome of this case, particularly when it states “Fairstead [does] not shift
substantive arbitrability to the Court simply because the claims under the EAs are
brought in the context of the OAs and the Parent Charter.”79 Vice Chancellor Zurn,
aptly goes on to distinguish Fairstead from the facts of BuzzFeed stating that the
“case[] involve[s] an arbitration petition asserting the arbitrator’s jurisdiction under
one agreement with an arbitration provision, while also expressly invoking other
agreements lacking an arbitration provision.”80 Here, Mr. Arnold’s claims in the
Arbitration Demand expressly invoke the Employment Agreement and Letter
77 D.I. 12 at 19; D.I. 32 at 1; see e.g. Coinbase, Inc. v. Suski, 602 U.S. 143, 152 (2024). 78 D.I. 31 at 4. 79 BuzzFeed Media Enterprises, Inc., 2024 WL at *17. 80 Id. (emphasis added). C.A. No. 2025-0193-LM July 25, 2025 Page 19 of 21
Agreement, and although he makes reference to the Operating Agreement, his claims
are for breach of the Employment Agreement and Letter Agreement.81 Therefore,
the delegation within the arbitration clause is not disrupted because of Mr. Arnold’s
explicit invocation of the Employment Agreement. Additionally, since the Plaintiffs’
argument can be reduced to one that argues that Mr. Arnold’s claims do not fall
under the Employment Agreements arbitration clause, this is actually a substantive
arbitrability question for the arbitrator.82
This Court’s jurisdiction to make decisions relating to these conflicting
agreements stops at the determination of the existence of the arbitration clause and
any delegation therein. Any further question as to whether the claims brought by Mr.
Arnold are within the scope of the arbitration clause in the Employment Agreement
is a question of substantive arbitrability that has been properly delegated to the
arbitrator. The Operating Agreement here does not supersede or disrupt in any way
the existence of the arbitration clause within the Employment Agreement. Mr.
81 JX 8 at 20–22. 82 See BuzzFeed Media Enterprises, Inc., 2024 WL at *12 (“despite BME’s best efforts to package its argument as one for the Court, its argument that the Employees’ claims ‘do not fall under the [EA’s] arbitration clauses’ is actually a substantive arbitrability question for the arbitrator”); see also D.I. 12 at 5 (arguing the application of Coinbase on the basis that multiple agreements have been implicated by stating “[Mr.] Arnold suggests the arbitration provision in the Employment Agreement and Release require the AAA to determine the arbitrability of his Claims over his Equity Units. But the Equity Units were issued under, and are governed by, MarketWise’s Restated and Amended Operating Agreements”). C.A. No. 2025-0193-LM July 25, 2025 Page 20 of 21
Arnold has brought his claims before the AAA under the Employment Agreement.
The question brought forward by the Plaintiffs that requests this Court make a
finding as to the source of the Defendant’s rights in the at issue equity interests, or
as to which agreement the Defendant’s claims arise under, is a question of
substantive arbitrability left to the arbitrator.
III. CONCLUSION
For reasons detailed above, based on the sufficiently developed record, I find
the parties have agreed within the Employment Agreement to arbitrate the issue of
arbitrability and the Operating Agreement does not disrupt the existence of that
delegation. There are no material facts in dispute, and Defendant is entitled to
judgment as a matter of law. The Plaintiffs’ motion for summary judgment and for
permanent injunction must be denied and accordingly I find it appropriate that
Defendant’s motion for summary judgment and motion to compel arbitration be
granted. C.A. No. 2025-0193-LM July 25, 2025 Page 21 of 21
This is my final report, and exceptions may be filed under Court of Chancery
Rule 144.83
Respectfully submitted,
/s/ Loren Mitchell
Magistrate in Chancery
83 See Ct. Ch. R. 144(d)(1) (In “[a]ctions that are not summary or expedited… [a] party taking exceptions must file a notice of exceptions within 11 days of the date of the Final report or Draft Report.”).