IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SURESH MANIAN, ) ) Plaintiff, ) ) v. ) C.A. No. 2025-1278-CDW ) NURISH DIGITAL, INC., ) a Delaware corporation, ) ) Defendant. )
ORDER DISMISSING CASE AS MOOT
WHEREAS:
A. Plaintiff Suresh Manian is a stockholder and former officer and
director of defendant Nurish Digital, Inc.1
B. On March 10, 2025, plaintiff resigned as an officer and was
removed as a director of defendant.2 Other than a vague reference to “near-
term corporation actions and transition logistics,”3 the complaint does not say
why plaintiff resigned as an officer or was removed as a director.
1 Verified Compl. for Inspection of Books and Recs. Under 8 Del. C. § 220 (“Compl.”), Dkt. 1 ¶¶ 1, 5, 7–8. Plaintiff is proceeding as a self-represented litigant in this action. 2 Id. ¶¶ 7–8. 3 Id. ¶ 6. C. On March 25, defendant “sent $21 by Zelle transfer” to plaintiff.4
The complaint does not explain the purpose or significance of this transfer.
D. On August 12, plaintiff made an informal request for books and
records relating to the events of March 10 and March 25.5 Defendant
produced some documents to plaintiff but not everything plaintiff sought.6
E. On October 8, plaintiff served a written demand under Section
220 of the Delaware General Corporation Law, 8 Del. C. § 101, et seq.
(“Demand”).7 The Demand says that plaintiff’s purpose is “to investigate
potential mismanagement, breaches of fiduciary duty, and related misconduct
by current directors and officers of [defendant],” but provides no detail
whatsoever regarding the nature of the alleged potential mismanagement,
fiduciary breaches, or misconduct.8 The Demand requests a variety of books
and records across five categories: (1) “Board Structure and Governance
Documents”; (2) “Stock and Equity Records”; (3) “SAFE Agreement and
Related Records”; (4) “Stock Ledger and Ownership Records”; and
4 Id. ¶ 9. 5 Id. ¶ 10. 6 Id. ¶¶ 11–14. 7 Id. ¶ 16. 8 Id. Ex. 2 at 1.
–2– (5) Resignation Documentation” relating to plaintiff’s resignation from
defendant.9
F. Following receipt of the Demand, defendant produced additional
documents to plaintiff but, again, did not produce everything plaintiff
wanted.10
G. Accordingly, on November 4, plaintiff filed a complaint seeking
books and records from defendant under Section 220.11
H. As directed by the court’s assignment letter,12 the parties
promptly met and conferred to negotiate a schedule and try to minimize the
scope of the dispute. They were unable to reach full agreement, so they
submitted their respective proposed schedules on November 17 and 18.13
I. On November 19, the court issued a minute order requesting a
status conference.14
J. On November 25, the court entered the parties’ stipulated Order
Governing the Production and Exchange of Confidential Information.15
9 Id. at 1–2. 10 Compl. ¶¶ 18–21. 11 See id. at 1. 12 Dkt. 18. 13 Dkts. 20–22. 14 Dkt. 23. 15 Dkt. 27.
–3– K. On December 2, the court held a status conference with the
parties to discuss the case status and schedule.16 In light of defendant’s
substantial efforts to produce books and records to plaintiff notwithstanding
several meritorious defenses to the complaint, and the significant progress the
parties were making on their own, the court declined to set the case down for
trial and instead directed another status conference to be held a few weeks
later while the parties continued to work through defendant’s production of
books and records.17
L. On December 22, the court held the follow-up status conference,
during which the parties discussed the books and records produced by
defendant to date and their views on what issues remained open, and the court
offered some informal thoughts on those open issues.18 Plaintiff requested an
additional three weeks to complete his review of the books and records
produced by defendant, so the court directed the parties to submit a joint status
report by January 12, 2026.19
M. On January 12, the parties submitted separate status reports.20
16 Dkts. 28, 30. 17 Dkt. 30. 18 Dkt. 31. 19 Id. 20 Dkts. 32, 33.
–4– N. In his status report, plaintiff says “Defendant has completed
production of documents responsive to each category in Plaintiff’s § 220
demand[.]”21 This includes, plaintiff says, “non-existence confirmation where
the Company contends no responsive documents exist.”22 Plaintiff also says
in the status report that two open issues remain: (1) concerns he has about the
“provenance/authenticity” of unspecified native files produced by defendant
because those files “appear to be missing metadata and file properties that are
present in other similar files produced in this matter”; and (2) “provenance
uncertainty” that he has about a confidentiality undertaking signed by
defendant’s forensic consultant.23 As to the former, plaintiff wants to know
why certain native files are not as he expects them to be; as to the latter he
wants more information about the circumstances surrounding the execution of
two copies of that undertaking.24 Plaintiff concludes by requesting guidance
from the court whether these remaining issues can be addressed in this Section
220 case or whether plaintiff must pursue them in a separate proceeding.25
21 Dkt. 32 at 1. 22 Id. 23 Id. at 1–2. Plaintiff has since directly contacted defendant’s forensic consultant across various channels. See Dkt. 33 at 7–8; id. Ex. E–G. 24 Dkt. 32 at 2. 25 Id.
–5– O. In its status report, defendant says plaintiff declined requests to
meet and confer after the December 22 status conference and has “failed to
share with Defendant exactly what he believes remains pending for purposes
of this Status Report.”26 Defendant says it “has produced all relevant,
responsive, and non-privileged Company documents, as they are kept in the
ordinary course of business and with native metadata when requested.”27
Defendant says it has done this “in response to not only every single specific
document request demanded in [the complaint], but also in response to
Plaintiff’s informal document requests made since counsel has entered its
appearance on behalf of Defendant.”28 Defendant explains it “engaged a
forensic expert consultant” in connection with files on defendant’s Google
Drive, and subsequently produced to plaintiff “his specifically demanded
documents from the Google Drive, preserving all native metadata.”29
P. As to the remaining issues, defendant says either “no further
documents or communications exist” or “the requested item . . . is not a
document request, but a discovery request for information about the
26 Dkt. 33 at 1. 27 Id. at 5. 28 Id. 29 Id.
–6– documents.”30 Defendant objects to plaintiff’s remaining information
requests as outside the scope of a proceeding under Section 220, and argues
that “this matter is now ripe for a voluntary dismissal pursuant to stipulation
under [Court of Chancery] Rule 41(a).”31
IT IS ORDERED, this 30th day of January, 2026, that:
1. The court dismisses this case as moot.
2.
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SURESH MANIAN, ) ) Plaintiff, ) ) v. ) C.A. No. 2025-1278-CDW ) NURISH DIGITAL, INC., ) a Delaware corporation, ) ) Defendant. )
ORDER DISMISSING CASE AS MOOT
WHEREAS:
A. Plaintiff Suresh Manian is a stockholder and former officer and
director of defendant Nurish Digital, Inc.1
B. On March 10, 2025, plaintiff resigned as an officer and was
removed as a director of defendant.2 Other than a vague reference to “near-
term corporation actions and transition logistics,”3 the complaint does not say
why plaintiff resigned as an officer or was removed as a director.
1 Verified Compl. for Inspection of Books and Recs. Under 8 Del. C. § 220 (“Compl.”), Dkt. 1 ¶¶ 1, 5, 7–8. Plaintiff is proceeding as a self-represented litigant in this action. 2 Id. ¶¶ 7–8. 3 Id. ¶ 6. C. On March 25, defendant “sent $21 by Zelle transfer” to plaintiff.4
The complaint does not explain the purpose or significance of this transfer.
D. On August 12, plaintiff made an informal request for books and
records relating to the events of March 10 and March 25.5 Defendant
produced some documents to plaintiff but not everything plaintiff sought.6
E. On October 8, plaintiff served a written demand under Section
220 of the Delaware General Corporation Law, 8 Del. C. § 101, et seq.
(“Demand”).7 The Demand says that plaintiff’s purpose is “to investigate
potential mismanagement, breaches of fiduciary duty, and related misconduct
by current directors and officers of [defendant],” but provides no detail
whatsoever regarding the nature of the alleged potential mismanagement,
fiduciary breaches, or misconduct.8 The Demand requests a variety of books
and records across five categories: (1) “Board Structure and Governance
Documents”; (2) “Stock and Equity Records”; (3) “SAFE Agreement and
Related Records”; (4) “Stock Ledger and Ownership Records”; and
4 Id. ¶ 9. 5 Id. ¶ 10. 6 Id. ¶¶ 11–14. 7 Id. ¶ 16. 8 Id. Ex. 2 at 1.
–2– (5) Resignation Documentation” relating to plaintiff’s resignation from
defendant.9
F. Following receipt of the Demand, defendant produced additional
documents to plaintiff but, again, did not produce everything plaintiff
wanted.10
G. Accordingly, on November 4, plaintiff filed a complaint seeking
books and records from defendant under Section 220.11
H. As directed by the court’s assignment letter,12 the parties
promptly met and conferred to negotiate a schedule and try to minimize the
scope of the dispute. They were unable to reach full agreement, so they
submitted their respective proposed schedules on November 17 and 18.13
I. On November 19, the court issued a minute order requesting a
status conference.14
J. On November 25, the court entered the parties’ stipulated Order
Governing the Production and Exchange of Confidential Information.15
9 Id. at 1–2. 10 Compl. ¶¶ 18–21. 11 See id. at 1. 12 Dkt. 18. 13 Dkts. 20–22. 14 Dkt. 23. 15 Dkt. 27.
–3– K. On December 2, the court held a status conference with the
parties to discuss the case status and schedule.16 In light of defendant’s
substantial efforts to produce books and records to plaintiff notwithstanding
several meritorious defenses to the complaint, and the significant progress the
parties were making on their own, the court declined to set the case down for
trial and instead directed another status conference to be held a few weeks
later while the parties continued to work through defendant’s production of
books and records.17
L. On December 22, the court held the follow-up status conference,
during which the parties discussed the books and records produced by
defendant to date and their views on what issues remained open, and the court
offered some informal thoughts on those open issues.18 Plaintiff requested an
additional three weeks to complete his review of the books and records
produced by defendant, so the court directed the parties to submit a joint status
report by January 12, 2026.19
M. On January 12, the parties submitted separate status reports.20
16 Dkts. 28, 30. 17 Dkt. 30. 18 Dkt. 31. 19 Id. 20 Dkts. 32, 33.
–4– N. In his status report, plaintiff says “Defendant has completed
production of documents responsive to each category in Plaintiff’s § 220
demand[.]”21 This includes, plaintiff says, “non-existence confirmation where
the Company contends no responsive documents exist.”22 Plaintiff also says
in the status report that two open issues remain: (1) concerns he has about the
“provenance/authenticity” of unspecified native files produced by defendant
because those files “appear to be missing metadata and file properties that are
present in other similar files produced in this matter”; and (2) “provenance
uncertainty” that he has about a confidentiality undertaking signed by
defendant’s forensic consultant.23 As to the former, plaintiff wants to know
why certain native files are not as he expects them to be; as to the latter he
wants more information about the circumstances surrounding the execution of
two copies of that undertaking.24 Plaintiff concludes by requesting guidance
from the court whether these remaining issues can be addressed in this Section
220 case or whether plaintiff must pursue them in a separate proceeding.25
21 Dkt. 32 at 1. 22 Id. 23 Id. at 1–2. Plaintiff has since directly contacted defendant’s forensic consultant across various channels. See Dkt. 33 at 7–8; id. Ex. E–G. 24 Dkt. 32 at 2. 25 Id.
–5– O. In its status report, defendant says plaintiff declined requests to
meet and confer after the December 22 status conference and has “failed to
share with Defendant exactly what he believes remains pending for purposes
of this Status Report.”26 Defendant says it “has produced all relevant,
responsive, and non-privileged Company documents, as they are kept in the
ordinary course of business and with native metadata when requested.”27
Defendant says it has done this “in response to not only every single specific
document request demanded in [the complaint], but also in response to
Plaintiff’s informal document requests made since counsel has entered its
appearance on behalf of Defendant.”28 Defendant explains it “engaged a
forensic expert consultant” in connection with files on defendant’s Google
Drive, and subsequently produced to plaintiff “his specifically demanded
documents from the Google Drive, preserving all native metadata.”29
P. As to the remaining issues, defendant says either “no further
documents or communications exist” or “the requested item . . . is not a
document request, but a discovery request for information about the
26 Dkt. 33 at 1. 27 Id. at 5. 28 Id. 29 Id.
–6– documents.”30 Defendant objects to plaintiff’s remaining information
requests as outside the scope of a proceeding under Section 220, and argues
that “this matter is now ripe for a voluntary dismissal pursuant to stipulation
under [Court of Chancery] Rule 41(a).”31
IT IS ORDERED, this 30th day of January, 2026, that:
1. The court dismisses this case as moot.
2. Plaintiff states in his status report that defendant has completed
its production of documents.32 He does not contend that defendant has failed
to produce any documents responsive to the demand as defendant keeps them
in the ordinary course of its business, nor does he take issue with defendants’
representations, where made, that no responsive documents exist.
3. That admission signals the end of this matter. Plaintiff submitted
a demand to inspect certain of defendants’ books and records. Defendant
produced those books and records (and more) or certified that those books and
records do not exist. Defendant has produced what books and records it has
30 Id. 31 Id. at 8–9. 32 Dkt. 32 at 1.
–7– as it keeps them, with commendably little fuss. That is all that Section 220
requires of it.33
4. Section 220 cases are summary proceedings, focused on
determining if a stockholder has met the statutory requirements to obtain
books and records, not on adjudicating substantive disputes about those books
and records.34 This includes disputes about the provenance or authenticity of
those books and records, which require discovery and fact-finding that are
beyond the limited scope of Section 220 cases. As the court explained to
plaintiff during the December 22 status conference, if there are legally
33 Cf. Khanna v. Covad Commc’ns. Gp., 2004 WL 187274, at *8 (Del. Ch. Jan. 23, 2004) (“The documents in this category are also appropriate for inspection. Again, [defendant] represents that they have been produced and, if so, the request is moot.”). 34 See Gotham P’rs, L.P. v. Hallwood Realty P’rs, L.P., 714 A.2d 96, 104 (Del. Ch. 1998) (“The [inspection] litigation (and discovery) is restricted to three basic issues: (i) whether the shareholder made proper demand for the information to the corporation; (ii) . . . whether the shareholder is a shareholder of record; and (iii) whether the information sought is reasonably related to the interests of the plaintiff in his or her capacity as a shareholder of the corporation. This Court has consistently rejected the injection into a [Section] 220 proceeding of collateral issues not necessary to adjudicate those three issues.”) (citations omitted). See also Mite Corp. v. Heli-Coil Corp., 256 A.2d 855, 857 (Del. Ch. 1969) (“[Section] 220 is narrow in object and scope and is simply a ‘look at the list’ act. It contemplates summary proceedings and the accelerated scheduling of cases under it emphasizes prompt processing and disposition.”).
–8– significant provenance or authenticity issues relating to the books and records
produced by defendant, they must be raised in a separate proceeding.35
5. Books-and-records litigation, moreover, demands “[s]trict
adherence” to Section 220’s requirements.36 This means, among other things,
that a stockholder cannot expand the scope of their demand during litigation
of their Section 220 case.37 That is what plaintiff is doing with his requests
for additional “provenance/authenticity” materials, which amount to 10
entirely new categories of records outside the scope of his demand.38
35 See Garner v. Authenticity.ai Invs., LLC, 334 A.3d 1108, 1131 (Del. Ch. 2025) (“Should the Defendant again confirm that no such books and records exist in support thereof, the lack of documents clarifying the discrepancy is likely on its face ‘enough information to effectively address the problem, either through litigation or through direct contact with the corporation’s directors and/or stockholders.’”) (quoting Saito v. McKesson HBOC, Inc., 806 A.2d 113, 115 (Del. 2002)). See also Wei v. Zoox, Inc., 268 A.3d 1207, 1219 (Del. Ch. 2022) (“When interpreting the scope of inspection under Section 220, the court must ‘balance the interests of the stockholder and the corporation.’ Consequently, the scope of a Section 220 inspection is inevitably narrower than what a litigant might receive in plenary litigation.”) (citations omitted). 36 See, e.g., Fuchs Family Tr. v. Parker Drilling Co., 2015 WL 1036106, at *4 (Del. Ch. Mar. 4, 2015) (quoting Barnes v. Telestone Techs. Corp., 2013 WL 3480270, at *2 (Del. Ch. June 10, 2013)). 37 See NVIDIA Corp. v. City of Westland Police & Fire Ret. Sys., 282 A.3d 1, 15 (Del. 2002) (“[S]ection 220 plaintiffs cannot broaden the scope of their requests throughout litigation, as such a change would be prejudicial to the corporate defendant.”). 38 Contrast Dkt. 33 Ex. A at 7–10 (email correspondence between plaintiff and defendant’s counsel discussing, among other things, plaintiff’s new, provenance- related information requests), with Dkt. 1 Ex. 2 (plaintiff’s Section 220 demand letter).
–9– 6. In short, this litigation is moot and must be dismissed.
7. As to plaintiff’s final request for guidance regarding his ability
to “seek a narrowly tailored preservation/status quo order” before pursuing a
separate proceeding,39 answering that question would require the court to give
legal advice or render an advisory opinion, neither of which the court is
permitted to do.40
8. This is a final report under Court of Chancery Rule 144(b)(2).
Under Court of Chancery Rule 144(d)(2), any party taking exceptions must
file a notice of exceptions by February 4, 2026.
/s/ Christian Douglas Wright Magistrate in Chancery
39 Dkt. 32 at 2–3. 40 See, e.g., Wood v. Collison, 2014 WL 7149214, at *4 (Del. Super. Dec. 12, 2014) (“It is not the Court’s role to provide legal advice to litigants.”); Bruno v. Western Pac. R.R., 1984 WL 19477, at *2 (Del. Ch. Feb. 8, 1984) (“For me to make any decision on the present record would be for the Court to give legal advice which it cannot do.”); XI Specialty Ins. Co. v. WMI Liquidating Trust, 93 A.3d 1208, 1217 (Del. 2014) (“Delaware courts do not render advisory or hypothetical opinions.”).
– 10 –