COURT OF CHANCERY OF THE STATE OF DELAWARE
KATHALEEN ST. J. MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
January 21, 2026
Raymond J. DiCamillo Ryan D. Stottmann Sandy Xu Morris, Nichols, Arsht & Tunnell LLP Kaitlyn R. Zavatsky 1201 N. Market Street Richards, Layton & Finger, P.A. Wilmington, DE 19801 920 North King Street Wilmington, DE 19801
Re: MyCarrier, LLC v. Project 44, LLC, C.A. No. 2024-0705-KSJM
Dear Counsel:
This letter addresses the motion for attorneys’ fees and costs filed by
MyCarrier, LLC.1 The motion requests fee-shifting under Section 11 of the Master
Services Agreement (the “Agreement”) between MyCarrier and Project 44, LLC.2
MyCarrier argues that it is entitled to fees because it is the prevailing party, despite
an ongoing arbitration between the parties on the breach of contract issues
underlying this dispute.3 Because there is considerable overlap between this action
and the arbitration, prudence dictates that the court stay its hand on a fee award
until the arbitration panel makes a final determination on the merits.
1 C.A. No. 2024-0705-KSJM Docket (“Dkt.”) 126.
2 Id.
3 For the factual background, see the March 3, 2025 Memorandum Opinion. Dkt. 124. C.A. No. 2024-0705-KSJM January 21, 2026 Page 2 of 7
By way of a brief procedural recap, this case centers on alleged breaches of the
Agreement.4 On July 1, 2024, MyCarrier filed claims to enforce the Agreement and
sought an order temporarily restraining P44 from suspending services under the
Agreement.5 MyCarrier moved to expedite proceedings.6 P44 filed an answer and
counterclaims alleging that MyCarrier committed fraud and breached the Agreement
by building its own electronic bill of lading (“eBOL”) functionality.7 P44 also moved
to expedite.8 The court granted MyCarrier’s temporary restraining order in part and
instituted protections for P44,9 ordering five business days’ notice before P44
terminated the agreement or MyCarrier resumed work on its eBOL development.10
All of this happened in July 2024.
On July 30, 2024, MyCarrier initiated arbitration against P44 under Section
11 of the Agreement.11 Section 11 of the Agreement requires that the parties
arbitrate any dispute arising under the Agreement except “claims for injunctive or
equitable relief or claims regarding intellectual property rights[.]”12 P44 responded
by moving in this action for a preliminary injunction to prevent MyCarrier from
4 Dkt. 1 (“Compl.”), Ex. 1 (Agr.).
5 Dkts. 1, 4.
6 Dkt. 3.
7 Dkt. 26.
8 Dkt. 24.
9 Dkt. 50.
10 Dkt. 40 at 34.
11 See Dkt. 46.
12 Agr. § 11. C.A. No. 2024-0705-KSJM January 21, 2026 Page 3 of 7
further developing or marketing its eBOL functionality.13 The court scheduled an
evidentiary hearing on P44’s motion for a preliminary injunction on January 23,
2025.14
While the parties pressed toward the preliminary injunction hearing, on
September 23, 2024 MyCarrier told the court that it had replaced P44 with an
alternative supplier.15 On October 4, MyCarrier gave P44 five days’ notice that it
would resume its eBOL development work.16 P44 then moved for a temporary
restraining order enjoining MyCarrier from retaining the new supplier’s services, re-
raising its arguments that MyCarrier’s eBOL development breached the
Agreement.17 The court granted temporary relief in part on October 16, 2024,
enjoining MyCarrier from further eBOL development.18
The court issued a Memorandum Opinion on March 3, 2025, denying P44’s
request for a preliminary injunction because P44 did not show that it would suffer
irreparable harm.19 In that opinion, however, the court found P44 might succeed on
the merits in proving MyCarrier breached the Agreement by switching its service
provider and continuing to develop its eBOL functionality.20
13 Dkt. 55.
14 Dkt. 56.
15 Dkt. 60.
16 Dkt. 65.
17 Dkt. 66.
18 Dkts. 77, 84.
19 Dkt. 124 at 33.
20 Id. at 16. C.A. No. 2024-0705-KSJM January 21, 2026 Page 4 of 7
Because the court denied P44’s motion for preliminary injunction, MyCarrier
seeks fees under a prevailing-party fee-shifting provision of the Agreement. Section
11 of the Agreement provides:
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. . . . Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. . . . The prevailing party in any action or proceeding to enforce this Agreement will be entitled to recover costs and attorneys’ fees.21
The parties agree that Section 11 provides for all-or-nothing fee-shifting, which
does not call for any parsing or allocation of prevailing party fees. They dispute
whether Section 11 allows the court to determine the prevailing party at this stage
given the nature of these proceedings.
MyCarrier argues that Section 11 applied to the preliminary-injunction
proceedings before this court. MyCarrier points to the phrase “any action or
proceeding” found in the fifth and eleventh sentences of Section 11. According to
MyCarrier, the parties’ decision to shift fees in “any action or proceeding,” rather than
“any arbitration” was intentional and encompasses both types of proceedings
contemplated in Section 11—arbitral proceedings and court proceedings.
21 Agr. § 11. C.A. No. 2024-0705-KSJM January 21, 2026 Page 5 of 7
P44 disputes that MyCarrier is the prevailing party in these proceedings and
further argues that MyCarrier is not entitled to fees until the arbitration is finally
resolved. P44 advances factual, contractual, and practical arguments in support of
its position. Factually, P44 parses the procedural history of this action, noting when
MyCarrier lost and what MyCarrier jettisoned before the preliminary injunction
hearing. Contractually, P44 points to language in Section 11 stating that any dispute
under the Agreement “shall be finally settled” in arbitration. P44 argues that this
language conveys that the parties intended that the arbitrator make the final merits
determination for all purposes, including fee-shifting. Practically, P44 argues that it
would make sense to wait until the arbitration resolves given the parties’ cross-
designation of discovery taken in this action for use in the arbitration.
P44 also relies on L&W Insurance, Inc. v. Harrington.22 There, the plaintiff
brought an action seeking a preliminary injunction to enforce a contract.23 As here,
the L&W contract contained an arbitration provision that bifurcated claims for
injunctive relief to court and all other claims to arbitration.24 And as here, split
proceedings ensued.25 The defendant moved for fee-shifting under a prevailing-party
provision after the court denied injunctive relief.26 The court declined to shift fees
because it based its denial of injunctive relief on an incomplete and preliminary
22 2007 WL 1756540 (Del. Ch. June 6, 2007).
23 Id. at *1.
24 Id. at *4.
25 Id. at *2.
26 Id. C.A. No.
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COURT OF CHANCERY OF THE STATE OF DELAWARE
KATHALEEN ST. J. MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
January 21, 2026
Raymond J. DiCamillo Ryan D. Stottmann Sandy Xu Morris, Nichols, Arsht & Tunnell LLP Kaitlyn R. Zavatsky 1201 N. Market Street Richards, Layton & Finger, P.A. Wilmington, DE 19801 920 North King Street Wilmington, DE 19801
Re: MyCarrier, LLC v. Project 44, LLC, C.A. No. 2024-0705-KSJM
Dear Counsel:
This letter addresses the motion for attorneys’ fees and costs filed by
MyCarrier, LLC.1 The motion requests fee-shifting under Section 11 of the Master
Services Agreement (the “Agreement”) between MyCarrier and Project 44, LLC.2
MyCarrier argues that it is entitled to fees because it is the prevailing party, despite
an ongoing arbitration between the parties on the breach of contract issues
underlying this dispute.3 Because there is considerable overlap between this action
and the arbitration, prudence dictates that the court stay its hand on a fee award
until the arbitration panel makes a final determination on the merits.
1 C.A. No. 2024-0705-KSJM Docket (“Dkt.”) 126.
2 Id.
3 For the factual background, see the March 3, 2025 Memorandum Opinion. Dkt. 124. C.A. No. 2024-0705-KSJM January 21, 2026 Page 2 of 7
By way of a brief procedural recap, this case centers on alleged breaches of the
Agreement.4 On July 1, 2024, MyCarrier filed claims to enforce the Agreement and
sought an order temporarily restraining P44 from suspending services under the
Agreement.5 MyCarrier moved to expedite proceedings.6 P44 filed an answer and
counterclaims alleging that MyCarrier committed fraud and breached the Agreement
by building its own electronic bill of lading (“eBOL”) functionality.7 P44 also moved
to expedite.8 The court granted MyCarrier’s temporary restraining order in part and
instituted protections for P44,9 ordering five business days’ notice before P44
terminated the agreement or MyCarrier resumed work on its eBOL development.10
All of this happened in July 2024.
On July 30, 2024, MyCarrier initiated arbitration against P44 under Section
11 of the Agreement.11 Section 11 of the Agreement requires that the parties
arbitrate any dispute arising under the Agreement except “claims for injunctive or
equitable relief or claims regarding intellectual property rights[.]”12 P44 responded
by moving in this action for a preliminary injunction to prevent MyCarrier from
4 Dkt. 1 (“Compl.”), Ex. 1 (Agr.).
5 Dkts. 1, 4.
6 Dkt. 3.
7 Dkt. 26.
8 Dkt. 24.
9 Dkt. 50.
10 Dkt. 40 at 34.
11 See Dkt. 46.
12 Agr. § 11. C.A. No. 2024-0705-KSJM January 21, 2026 Page 3 of 7
further developing or marketing its eBOL functionality.13 The court scheduled an
evidentiary hearing on P44’s motion for a preliminary injunction on January 23,
2025.14
While the parties pressed toward the preliminary injunction hearing, on
September 23, 2024 MyCarrier told the court that it had replaced P44 with an
alternative supplier.15 On October 4, MyCarrier gave P44 five days’ notice that it
would resume its eBOL development work.16 P44 then moved for a temporary
restraining order enjoining MyCarrier from retaining the new supplier’s services, re-
raising its arguments that MyCarrier’s eBOL development breached the
Agreement.17 The court granted temporary relief in part on October 16, 2024,
enjoining MyCarrier from further eBOL development.18
The court issued a Memorandum Opinion on March 3, 2025, denying P44’s
request for a preliminary injunction because P44 did not show that it would suffer
irreparable harm.19 In that opinion, however, the court found P44 might succeed on
the merits in proving MyCarrier breached the Agreement by switching its service
provider and continuing to develop its eBOL functionality.20
13 Dkt. 55.
14 Dkt. 56.
15 Dkt. 60.
16 Dkt. 65.
17 Dkt. 66.
18 Dkts. 77, 84.
19 Dkt. 124 at 33.
20 Id. at 16. C.A. No. 2024-0705-KSJM January 21, 2026 Page 4 of 7
Because the court denied P44’s motion for preliminary injunction, MyCarrier
seeks fees under a prevailing-party fee-shifting provision of the Agreement. Section
11 of the Agreement provides:
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. . . . Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. . . . The prevailing party in any action or proceeding to enforce this Agreement will be entitled to recover costs and attorneys’ fees.21
The parties agree that Section 11 provides for all-or-nothing fee-shifting, which
does not call for any parsing or allocation of prevailing party fees. They dispute
whether Section 11 allows the court to determine the prevailing party at this stage
given the nature of these proceedings.
MyCarrier argues that Section 11 applied to the preliminary-injunction
proceedings before this court. MyCarrier points to the phrase “any action or
proceeding” found in the fifth and eleventh sentences of Section 11. According to
MyCarrier, the parties’ decision to shift fees in “any action or proceeding,” rather than
“any arbitration” was intentional and encompasses both types of proceedings
contemplated in Section 11—arbitral proceedings and court proceedings.
21 Agr. § 11. C.A. No. 2024-0705-KSJM January 21, 2026 Page 5 of 7
P44 disputes that MyCarrier is the prevailing party in these proceedings and
further argues that MyCarrier is not entitled to fees until the arbitration is finally
resolved. P44 advances factual, contractual, and practical arguments in support of
its position. Factually, P44 parses the procedural history of this action, noting when
MyCarrier lost and what MyCarrier jettisoned before the preliminary injunction
hearing. Contractually, P44 points to language in Section 11 stating that any dispute
under the Agreement “shall be finally settled” in arbitration. P44 argues that this
language conveys that the parties intended that the arbitrator make the final merits
determination for all purposes, including fee-shifting. Practically, P44 argues that it
would make sense to wait until the arbitration resolves given the parties’ cross-
designation of discovery taken in this action for use in the arbitration.
P44 also relies on L&W Insurance, Inc. v. Harrington.22 There, the plaintiff
brought an action seeking a preliminary injunction to enforce a contract.23 As here,
the L&W contract contained an arbitration provision that bifurcated claims for
injunctive relief to court and all other claims to arbitration.24 And as here, split
proceedings ensued.25 The defendant moved for fee-shifting under a prevailing-party
provision after the court denied injunctive relief.26 The court declined to shift fees
because it based its denial of injunctive relief on an incomplete and preliminary
22 2007 WL 1756540 (Del. Ch. June 6, 2007).
23 Id. at *1.
24 Id. at *4.
25 Id. at *2.
26 Id. C.A. No. 2024-0705-KSJM January 21, 2026 Page 6 of 7
record.27 The court reasoned that the arbitrator would be best positioned to award
attorneys’ fees after making a final ruling on the merits.28
This court distinguished L&W in Avaya Inc. v. Charter Communications
Holding Co., LLC.29 That case started as competing suits filed in New Jersey and
Delaware Superior Court.30 Plaintiff then filed a third action in this court to preclude
the defendant from litigating in New Jersey.31 The Delaware Superior Court then
stayed its proceeding in favor of the New Jersey action, mooting the dispute in this
court.32 The court distinguished L&W on the ground that the Chancery action “was
a discrete and separate action” from the broader litigation.33 The court further
reasoned that “there is nothing left to be litigated” in the Chancery action.34 For
these reasons, the court awarded prevailing-party fees.
Taken together, P44’s arguments are persuasive. Although neither the factual
points nor the contractual arguments are terribly persuasive, P44’s appeal to
practical concerns and the weight of the decisions cited by the parties warrant taking
P44’s wait-and-see approach.
27 Id. at *4.
28 Id.
29 2016 WL 381261 (Del. Ch. Jan. 29, 2016).
30 Id. at *1.
31 Id.
32 Id.
33 Id. at *3.
34 Id. C.A. No. 2024-0705-KSJM January 21, 2026 Page 7 of 7
The reality is that this proceeding substantially overlaps with the arbitration
issues, so much so that the parties cross-designated discovery. The relationship of
this action to the broader dispute distinguishes this case from Avaya and leans in
favor of the approach taken in L&W. Because there is no clean delineation between
this action and the arbitration, the binary nature of the all-or-nothing fee-shifting
clause cautions against awarding fees and costs right now.
Consideration of MyCarrier’s motion for attorneys’ fees and costs is thus stayed
until after the arbitration panel rules on the merits. The parties are ordered to
update the court as events warrant.
IT IS SO ORDERED.
Sincerely,
/s/ Kathaleen St. J. McCormick
Chancellor
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