Trellis Software, Inc. v. Clearlist Holdings LLC

• Court: Court of Chancery of Delaware
• Decided: June 30, 2026
• Docket: C.A. No. 2026-0114-PAF
• Status: Published

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE PAUL A. FIORAVANTI, JR. LEONARD L. WILLIAMS JUSTICE CENTER VICE CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734

June 30, 2026

Travis S. Hunter, Esquire David E. Wilks, Esquire Zachary R. Greer, Esquire D. Charles Vavala III, Esquire Richards, Layton & Finger, P.A. Matthew C. Conover, Esquire 920 North King Street Wilks Law, LLC Wilmington, DE 19801 4250 Lancaster Pike, Suite 200 Wilmington, DE 19805

RE: Trellis Software, Inc. v. ClearList Holdings, LLC et al., C.A. No. 2026-0114-PAF

Dear Counsel:

This letter decision resolves the plaintiff’s motion for a preliminary injunction

to enjoin arbitration1 and the defendant’s motion to compel arbitration and to dismiss

or stay the current action.2 The court denies the plaintiff’s motion and grants the

defendant’s motion.

I. FACTUAL BACKGROUND A. The Parties’ Contractual Relationship On March 4, 2020, Plaintiff Trellis Software, Inc. (“Trellis” or “Plaintiff”)

and Defendant ClearList Holdings LLC (“ClearList” or “Defendant”), a Delaware

1 Dkt. 4. 2 Dkt. 28. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 2 of 25

limited liability company, entered into eight agreements. Three of those agreements

are pertinent to the pending motions. At a high level, the parties agreed to an equity

swap and for Trellis to provide software and technology support services to ClearList

under a services agreement. As a result, Trellis became a member of ClearList, and

ClearList became a stockholder of Trellis. The three agreements pertinent to the

present dispute are: the Operating Agreement of ClearList Holdings LLC (the

“OA”), the ClearList Holdings LLC Subscription Agreement (the “Subscription

Agreement”), and the Services Agreement (the “Services Agreement”).3 On

September 20, 2021, the parties entered into the Amended and Restated Operating

Agreement of ClearList Holdings LLC (the “AOA”). 4 The AOA’s terms that are

pertinent to this dispute are identical to those in the OA.

1. The OA and AOA The AOA is governed by Delaware law and confers exclusive jurisdiction in

Delaware courts over any “proceeding seeking to enforce any provision of, or based

on any matter arising out of or in connection with, this Agreement, or the

transactions contemplated hereby.”5 The AOA integrates “any subscription

3 Dkt. 1 (“Compl.”) Exs. 2 (the “Subscription Agreement”), 3 (the “Services Agreement”), 4 (the “OA”). 4 Compl. Ex. 1 (the “AOA”). 5 Id. § 9.15(a). Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 3 of 25

agreements and relevant attachments, Profits Interest grant agreements, side letters,

or similar agreements.” 6 The AOA further provides: “The parties hereto agree that

any terms contained in a side letter or similar agreement to or with a Member shall

govern with respect to such member notwithstanding the provisions of this [AOA]

or any subscription agreement.”7

2. The Subscription Agreement The Subscription Agreement is governed by Delaware law.8 The Subscription

Agreement issues units to Trellis “subject to the terms and conditions of this

[Subscription] Agreement and the LLC Agreement [(the AOA)]” “in consideration

for [Trellis]’s entry into that certain Services Agreement.”9 Trellis further agreed to

be bound by the AOA as part of agreeing to the terms of the Subscription

Agreement. 10 The Subscription Agreement contains an integration clause which

6 Id. § 9.3. 7 Id. 8 Subscription Agreement § 5(c). 9 Id. § 1(a). 10 Id. The Subscription Agreement refers to the OA as the “LLC Agreement.” The parties agree that the “LLC Agreement” referenced in the Subscription Agreement is the OA, and the AOA as amended. See generally, Dkt. 5 (“Pl.’s Opening Br.”); Dkt. 28 (“Defs.’ Answering Br.”). Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 4 of 25

specifies that it, along with the OA and the Services Agreement, reflect the parties’

entire agreement:

This Agreement, the Services Agreement and the [OA] constitute the full and entire understanding and agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede any and all other communications . . . between or among any of the parties hereto or with respect to the subject matter contained therein.11

B. The Services Agreement

The Services Agreement is governed by New York law 12 and provides for

“[a]ny dispute arising out of or related to [the Services] Agreement . . . and [which]

is reasonably expected to exceed Twenty-Five Thousand Dollars ($25,000)” to be

submitted to “arbitration under the rules of the American Arbitration Association

(‘AAA’) then in effect.”13 The Services Agreement states that it is the “entire

agreement and understanding between the parties as to the subject matter” within.14

The parties agree that the Services Agreement is a “side letter or similar agreement”

as contemplated by the OA and the AOA.15

11 Subscription Agreement § 5(j). 12 Of the eight agreements entered on March 4, 2020, the Services Agreement is the only one governed by New York law. It appears to be based on a form Trellis services agreement. 13 Services Agreement §§ 6.08, 6.11. 14 Id. § 6.05. 15 Dkt. 5 (“Pl.’s Opening Br.”) at 27; Dkt. 28 (“Defs.’ Answering Br.”) at 24. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 5 of 25

C. Trellis’s Books and Records Demand

In August 2025, Trellis began a series of informal books-and-records requests

to ClearList, seeking information to value Trellis’s interest in ClearList. 16 Trellis

followed up with a formal books-and-records demand on January 6, 2026. 17 The

requests were made pursuant to Sections 6.5(d) and 6.10(a) of the AOA, Section 3

of a promissory note between ClearList and Trellis, and 6 Del. C. § 18-305(a).18

Trellis alleges that ClearList has refused to produce “nearly all of the books and

records requested” in the demand.19

On January 8, 2026, ClearList filed a statement of claim for arbitration in New

York with the American Arbitration Association (the “Arbitration Action”).

ClearList alleges in the Arbitration Action that Trellis breached the Services

Agreement and fraudulently induced ClearList to enter into the Subscription

Agreement and the Services Agreement. 20 ClearList seeks a declaratory judgment

from the arbitrator that Trellis’s membership interest in ClearList is rescinded and

16 Compl. ¶¶ 118–22. 17 Id. ¶ 123. 18 Id. ¶¶ 123, 127. 19 Id. ¶¶ 128–29. 20 Alternatively, ClearList alleged that Trellis committed an innocent misrepresentation that induced ClearList to enter into the Services Agreement and the Subscription Agreement. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 6 of 25

Trellis’s books and records demand is arbitrable (collectively, the “Arbitration

Claims”). 21 As an alternative to rescission, ClearList seeks damages.

On January 26, 2026, Trellis filed its verified complaint in this action. The

complaint asserts claims against ClearList for a breach of the AOA and breach of

the implied covenant of good faith and fair dealing. Trellis also seeks a permanent

injunction enjoining the Arbitration Action, a declaratory judgment that Trellis owns

100,000 Class A shares of ClearList, and that the AOA is enforceable, along with

specific performance of the AOA regarding Trellis’s books and records demand.22

Trellis seeks a preliminary injunction prohibiting ClearList from proceeding

with the Arbitration Action. Trellis argues that ClearList may not attempt to rescind

the AOA and the Subscription Agreement, neither of which provides for arbitration

of the claims. ClearList has countered with a motion to compel arbitration, arguing

that Trellis had contractually agreed to arbitrate any claims under the Services

Agreement, including the Arbitration Claims. ClearList has also moved to dismiss

or stay Plaintiff’s action in this court.

21 Compl. Ex. 9 ¶¶ 14–17. 22 Compl. ¶¶ 140–201. The complaint also included a claim for breach of fiduciary duty against GTS Management Partners LLC and two individual defendants. Plaintiff withdrew that claim after oral argument on the pending motions. Dkt. 49. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 7 of 25

II. ANALYSIS

A. Motion to Compel Arbitration

“A motion to dismiss based on an arbitration clause goes to the court’s subject

matter jurisdiction over a dispute and is properly reviewed under Court of Chancery

Rule 12(b)(1).” Erving v. ABG Intermediate Hldgs. 2, LLC, 2022 WL 17246320, at

*2 (Del. Ch. Nov. 28, 2022). On a Rule 12(b)(1) motion, the burden is on Plaintiff

to prove jurisdiction exists. Appriva S’holder Litig. Co., LLC v. EV3, Inc., 937 A.2d

1275, 1284 n.14 (Del. 2007).

Because the Services Agreement involves interstate commerce, and the

parties did not express a desire to be bound to the Delaware Uniform Arbitration Act

(“DUAA”), the Federal Arbitration Act (“FAA”) governs. James & Jackson, LLC

v. Willie Gary, LLC, 906 A.2d 76, 80 (Del. 2006) (citing Allied-Bruce Terminix Cos.,

Inc. v. Dobson, 513 U.S. 265, 273–74 (1995)); see Homsey Architects, Inc. v. Nine

Ninety Nine, LLC, 2010 WL 2476298, at *7 (Del. Ch. June 14, 2010) (observing that

the court will find that the DUAA applies only if the agreement requires arbitration

in Delaware or the parties to the agreement present a clear desire to be bound by the

DUAA).

“The FAA reflects the fundamental principle that arbitration is a matter of

contract.” Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63, 67 (2010). The FAA Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 8 of 25

“places arbitration agreements on an equal footing with other contracts.” Id. “If a

court is ‘satisfied that the making of the agreement for arbitration . . . is not in issue,’

it must send the dispute to an arbitrator.” Coinbase, Inc. v. Suski, 602 U.S. 143, 148

(2024) (quoting 9 U.S.C. § 4).

“[P]arties may agree to have an arbitrator decide not only the merits of a

particular dispute but also ‘gateway questions of arbitrability such as whether the

parties have agreed to arbitrate or whether their agreement covers a particular

controversy.’” Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63, 67–

68 (2019) (quoting Rent-A-Ctr., 561 U.S. at 68–69) (citation modified). The United

States Supreme Court has “explained that an ‘agreement to arbitrate a gateway issue

is simply an additional, antecedent agreement the party seeking arbitration asks the

. . . court to enforce, and the FAA operates on this additional arbitration agreement

just as it does on any other.’” Id. at 68 (quoting Rent-A-Ctr., 561 U.S. at 70).

This case presents a threshold question of whether the court or an arbitrator

must decide whether the disputes presented in the Arbitration Action belong in

arbitration or a court. This is frequently called the “substantive arbitrability”

question.

The court must first identify the types of arguments the parties are making and

determine which of those arguments are properly before the court. The court has Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 9 of 25

articulated three levels of disputes: the first level asks “whether the underlying

merits dispute is arbitrable;” the second level “asks whether a court or an arbitrator

decides the arbitrability question;” and the third level “asks whether the parties have

agreed to have an arbitrator decide[] the arbitrability question.” Fairstead Cap.

Mgmt. LLC v. Blodgett, 288 A.3d 729, 748–49 (Del. Ch. 2023). The United States

Supreme Court in Coinbase added a fourth-order dispute, which arises when the

parties “have multiple agreements that conflict as to the third-order question of who

decides arbitrability.” 602 U.S. at 149. A court decides fourth-order disputes using

traditional contract principles. Id. at 152.

The substantive arbitrability issue is typically decided by the court, “unless

the parties clearly and unmistakably provide otherwise.” Willie Gary, 906 A.2d at

79 (citation modified); see Henry Schein, 586 U.S. at 72; Rent-A-Ctr., 561 U.S. at

63; see also W. IP Commc’ns., Inc. v. Xactly Corp., 2014 WL 3032270, at *6 (Del.

Super. Ct. June 25, 2014). “[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.” Hagler v. Evolve Acq. LLC, 2021 WL 6123549, at *4 (Del. Ch. Dec. 28,

2021) (quoting Willie Gary, 906 A.2d at 80). Incorporating a set of arbitration rules Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 10 of 25

that delegate questions of arbitrability to the arbitrator, like the AAA rules, creates

a “heavy presumption that the parties intended to delegate substantive arbitrability.”

BuzzFeed Media Enters., Inc. v. Anderson, 2024 WL 2187054, at *5 (Del. Ch. May

15, 2024). “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.” Id. (citing Willie Gary, 906 A.2d at 80) (citation modified). “But,

where . . . parties have agreed to two contracts—one sending arbitrability disputes

to arbitration, and the other either explicitly or implicitly sending arbitrability

disputes to the courts—a court must decide which contract governs.” Coinbase, 602

U.S. at 152. Coinbase categorized the court’s role as deciding which contract

governs the substantive arbitrability question, not necessarily deciding substantive

arbitrability.23

23 In Coinbase, the Supreme Court held that the court, not an arbitrator, must decide whether an agreement containing an arbitration agreement was superseded by a later agreement that did not provide for arbitration. 602 U.S. at 152. That issue implicated the question of substantive arbitrability because the resolution of the issue directly determined whether the parties had delegated substantive arbitrability to the arbitrator. As Justice Gorsuch wrote in his concurring opinion: “Like everything else in this area, it depends on what the parties have agreed. . . . Sometimes, a court may conclude that the parties’ agreements are best read as leaving for the court the task of resolving the arbitrability of the dispute at hand. But sometimes, the parties’ agreements may be best read as vesting that power in an arbitrator.” Id. at 153 (Gorsuch, J., concurring). Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 11 of 25

Plaintiff and ClearList are parties to the Services Agreement, and there is no

dispute that it is a valid agreement. There is also no dispute that the Services

Agreement contains an arbitration agreement that governs “any dispute arising out

of or related to” the Services Agreement, with a carveout for claims not expected to

exceed $25,000. 24 The arbitration agreement in the Services Agreement also

requires the arbitration to be conducted under the AAA Rules, which delegates the

question of substantive arbitrability to an arbitrator. Under the Delaware Supreme

Court’s Willie Gary decision, this demonstrates the parties’ “clear and unmistakable

intent” to submit arbitrability issues to an arbitrator.” 906 A. 2d at 78, 80.

The parties agree that disputes arising under the Services Agreement are

arbitrable, including the question of substantive arbitrability. 25 The parties disagree

over the scope of the arbitration agreement.

Plaintiff argues that ClearList is attempting to use the arbitration agreement

in the Services Agreement as “a backdoor effort to unwind the entirety of the parties’

dealings and contracts in arbitration.”26 Plaintiff contends that ClearList may not

24 See Services Agreement § 6.11. 25 See Dkt. 41 (“Pl.’s Reply Br.”) at 27 (“ClearList may assert, in arbitration, claims and requests for relief arising from or related to the Services Agreement, such as fraudulent inducement, breach, or rescission of the Services Agreement.”). 26 See id. at 5. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 12 of 25

seek rescission of the Subscription Agreement and the AOA, which Plaintiff asserts

do not contain arbitration agreements.

The AOA contains a dispute resolution provision explicitly sending all

disputes to a court in Delaware. The Subscription Agreement contains no dispute

resolution provision. The Subscription Agreement incorporates both the OA (now

the AOA) and the Services Agreement. The court agrees that the Arbitration Claims

include claims under and relying on the Subscription Agreement, but the Arbitration

Claims do not mention or purport to assert claims under the AOA.

This case presents the court with another thorny issue of resolving substantive

arbitrability when multiple contracts are potentially implicated. In both Hough

Assocs., Inc. v. Hill, 2007 WL 148751 (Del. Ch. Jan. 17, 2007), and later Kokorich

v. Momentus Inc., 2023 WL 3454190 (Del. Ch. May 15, 2023), aff’d, 308 A.3d 1192

(Del. 2023) (TABLE), a party brought claims in arbitration implicating an

arbitration-free agreement. In both cases, the court held that the court should decide

the substantive arbitrability question. See Hough Assocs., 2007 WL 148751, at *11–

13; Kokorich, 2023 WL 3454190, at *6. Two other cases in that line, UPM-

Kymmene Corp. v. Renmatix, Inc., 2017 WL 4461130 (Del. Ch. Oct. 6, 2017), and

AffiniPay, LLC v. West, 2021 WL 4262225 (Del. Ch. Sep. 17, 2021), involved

arbitration agreements that directed claims to arbitration, albeit different arbitral Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 13 of 25

bodies. The court determined that this was a question for the court because it was,

at base, a question of whether an agreement to arbitrate arbitrability existed. UPM-

Kymmene, 2017 WL 4461130, at *5–7; AffiniPay, 2021 WL 4262225, at *6–7.

Fairstead, involved conflicting contracts, one with an arbitration agreement

and the other with an exclusive forum provision. In that scenario, the court

determined that the question of substantive arbitrability could not be delegated to an

arbitrator. The court explained: “[I]f various contracts are implicated in a claim and

those contracts diverge on the matter of arbitral dispute resolution, Willie Gary’s

requirement that a provision mandate the arbitration of ‘all disputes’ is impossible

to satisfy,” thus requiring the court to determine questions of substantive

arbitrability. Fairstead, 288 A.3d at 758. (citing AffiniPay, 2021 WL 4262225, at

*5).

Buzzfeed, 2024 WL 2187054, declined to read Fairstead broadly, concluding

that

Fairstead and Kokorich do not shift substantive arbitrability to the Court simply because the claims [brought] under [an agreement with an arbitration agreement] are brought in the context of [other agreements lacking an arbitration agreement.] They stand for the proposition that when 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 addresses whether a governing arbitration agreement exists for the claim. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 14 of 25

Id. at *17. Buzzfeed distinguished Fairstead and Kokorich as

cases involv[ing] 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. . . . In that context, the Willie Gary test is meaningless for the agreement that does have an arbitration provision, and inapplicable for the agreement that does not. . . . Fairstead and Kokorich do not support the Court’s assumption of substantive arbitrability where the claim is not expressly under an arbitration-free agreement.

Id.

Plaintiff argues that the Subscription Agreement is an “arbitration-free”

agreement, and therefore, the court should decide substantive arbitrability, in line

with Fairstead. Defendant disagrees, pointing to the Subscription Agreement’s

integration clause, which Defendant asserts integrates the Services Agreement,

making the Subscription Agreement an agreement containing an arbitration

agreement and satisfying the Willie Gary analysis.

1. The Subscription Agreement includes an agreement to arbitrate.

Unlike Plaintiff, the court does not read Fairstead to hold that the court must

reflexively decide substantive arbitrability when an arbitration action includes

claims implicating a separate agreement that does not contain an arbitration

agreement on its face. Arbitration is a matter of contract. Rent-A-Ctr., 561 U.S. at Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 15 of 25

67. Therefore, whether the Subscription Agreement and AOA prevent the court

from finding unmistakable evidence of the parties’ intent to delegate substantive

arbitrability to an arbitrator is a matter of contract construction. In construing the

contract, the court must construe the plain language of the Subscription Agreement,

taking into account the Services Agreement and AOA. See Fairstead, 288 A.3d at

758–59.

“When interpreting a contract, the role of a court is to effectuate the parties’

intent.” Lorillard Tobacco Co. v. Am. Legacy Found., 903 A.2d 728, 739 (Del.

2006). The court “will give priority to the parties’ intentions as reflected in the four

corners of the agreement, construing the agreement as a whole and giving effect to

all its provisions.” In re Viking Pump, Inc., 148 A.3d 633, 648 (Del. 2016). The

“contract’s construction should be that which would be understood by an objective,

reasonable third party.” Salamone v. Gorman, 106 A.3d 354, 367–68 (Del. 2016).

(citation modified). “Unless there is ambiguity, Delaware courts interpret contract

terms according to their plain, ordinary meaning.” Alta Berkeley VI C.V. v. Omneon,

Inc., 41 A.3d 381, 385 (Del. 2012). “If a writing is plain and clear on its face, i.e.,

its language conveys an unmistakable meaning, the writing itself is the sole source

for gaining an understanding of intent.” City Investing Co. Liquidating Tr. v. Cont’l

Cas. Co., 624 A.2d 1191, 1198 (Del. 1993). Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 16 of 25

The analysis of whether the parties agreed to delegate substantive arbitrability

of the Subscription Agreement claims largely starts and ends with the Subscription

Agreement’s integration clause and the carveout in the AOA.

“[A] standard integration clause in a later agreement, with no arbitration

clause, does not overcome an earlier agreement that contains a valid arbitration

provision.” Li v. Standard Fiber, LLC, 2013 WL 1286202, at *7 (Del. Ch. Mar. 28,

2013); see id. at n.58 (collecting cases); see also Pearson v. Valeant Pharms. Int’l,

Inc., 2017 WL 6508358 (D.N.J. Dec. 20, 2017) (“[A]n arbitration provision in a

prior agreement is superseded by a later agreement without an arbitration provision

only if the subsequent agreement contains an unambiguous complete integration or

merger clause.”); Jampol v. Blink Hldgs., Inc., 2020 WL 7774400, at *6 (S.D.N.Y.

Dec. 30, 2020) (holding that a “virtually simultaneous” but subsequent agreement

containing an integration clause but lacking a dispute resolution clause does not

“vitiate the prior agreement to arbitrate”); Gen. Motors Corp. v. Fiat S.p.A, 678

F.Supp. 2d 141, 148 (S.D.N.Y. 2009) (holding that an integration clause with general

language is insufficient to establish any intent of the parties to revoke retroactively

a prior agreement’s arbitration agreement) (citing Primex Int’l Corp. v. Wal-Mart

Stores, Inc., 679 N.E.2d 624, 627 (N.Y. 1997)). “Where two contracts are

intertwined, and only one contract contains an arbitration clause, a party may be Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 17 of 25

forced to arbitrate disputes arising under the second contract when the second

contract incorporates the first contract by reference.” Korea Advanced Inst. of Sci.

& Tech. v. Kip Co., Ltd., 2022 WL 6193347, at *8 (E.D. Wis. Oct. 7, 2022) (citing

Rosenblum v. Travelbyus.com Ltd., 299 F.3d 657, 662, 664–66 (7th Cir. 2002)).27

The Subscription Agreement states that it, the Services Agreement, and the

OA (and the subsequent AOA), “constitute the full and entire understanding and

agreement of the parties . . . with respect to the subject matter hereof and thereof.”28

The AOA integrates the Subscription Agreement and “side letters, or similar

agreements.”29 Plaintiff and Defendant agree that the Services Agreement is a “side

letter, or similar agreement.”30 The AOA’s integration clause provides a carveout

stating:

The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Member [i.e., Plaintiff] shall govern with respect to such Member notwithstanding the provisions of this [AOA] or any subscription agreement. 31

27 The Korea Advanced court examined the relationship between two contracts, conducting the Seventh Circuit’s Rosenblum test, and found that the two writings did not show an express intent to incorporate the other. Korea Advanced, 2022 WL 6193347, at *8–9. 28 Subscription Agreement § 5(j). 29 AOA § 9.3. 30 Pl.’s Opening Br. 27; Defs.’ Answering Br. 9; Pl.’s Reply Br. 12. 31 AOA § 9.3 (emphasis added). Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 18 of 25

The Subscription Agreement therefore points to both the AOA and the Services

Agreement, creating a potential conflict regarding arbitrability. But the potential

conflict is resolved quickly because the AOA clearly and unambiguously defers to

the Services Agreement in the event of conflicting provisions. Reading all of the

provisions together, the AOA carveout reads as follows: “The parties hereto agree

that [the arbitration agreement] contained in [the Services Agreement] shall govern

. . . notwithstanding the provisions of [the AOA] or [the Subscription Agreement],

[including the AOA forum provision].”32

The Services Agreement’s arbitration agreement is broad. It requires

arbitration of “any dispute arising out of or related to this Agreement.” 33 The phrase

“related to” “extends the arbitration clause beyond the four corners of the

agreement.” Li, 2013 WL 1286202, at *6. Given the breadth of the arbitration

provision, the court cannot conclude that the AOA or the Subscription Agreement

“prevent the court from finding clear and unmistakable evidence of an intent to

arbitrate arbitrability.” Fairstead, 288 A.3d at 758.

This court’s decision in Orix LF, LP v. Inscap Asset Management, LLC, 2010

WL 1463404 (Del. Ch. Apr. 13, 2010), supports the conclusion in this case. In Orix,

32 See AOA § 9.3. 33 Services Agreement § 6.11. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 19 of 25

the litigants were parties to two contracts: an ISM Agreement that did not have an

arbitration agreement, and a Fund Agreement which did, and incorporated the AAA

rules. 2010 WL 1463404, at *3. Like Trellis, the plaintiff in Orix contended “the

defendants dressed up disputes arising solely under the ISM Agreement as matters

implicating the Fund Agreement in order to take advantage of the latter agreement’s

arbitration clause.” Id. at *6. The ISM Agreement contained a merger clause which

made explicit reference to the Fund Agreement and included a provision for service

of process in connection with an arbitration. Id. at *2–3. The court concluded that

the parties agreed to arbitrate all disputes arising out of or related to the Fund

Agreement, including substantive arbitrability. Id. at *7. Pointing to the language

of the arbitration agreement, which extended to disputes “arising out of” and

“relating to” the Fund Agreement, the court noted that the “close interdependence

between the contracts suggests that any dispute under the ISM Agreement

necessarily ‘relates to’ the Fund Agreement.” Id. The court was careful in

explaining, however, that it was not reaching any questions of substantive

arbitrability of the ISM Agreement, which was not invoked in the arbitration claims.

Id. at *7–8. Like in Orix, the court here finds the delegation of arbitrability in the

Services Agreement sufficient to defer the question of substantive arbitrability for Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 20 of 25

claims under the Subscription Agreement to the arbitrator. This court thus lacks

jurisdiction to consider questions of substantive arbitrability.

2. Do other agreements disrupt delegation of arbitration? Facing the conclusion that the Services Agreement delegates questions of

substantive arbitrability to the arbitrator, Plaintiff has challenged the existence of an

agreement to arbitrate by way of either supersession by or conflict with the AOA.

a. The Arbitration Claims do not explicitly invoke the AOA. The court must determine whether an agreement to arbitrate exists when an

arbitration claim implicates an agreement lacking an arbitration agreement, like the

AOA. See Fairstead, 288 A.3d at 758; Buzzfeed, 2024 WL 2187054, at *14.

The Arbitration Claims do not make any claims under either the OA or the

AOA. Here, like in Buzzfeed, Plaintiff’s argument boils down to an argument that

the Arbitration Claims are better brought under the AOA—i.e. that the Arbitration

Claims are not arbitrable. The Arbitration Claims do not rely on the AOA or

reference the AOA. Plaintiff points to the remedy requested—rescission of its

membership interest in ClearList—to persuade this court that the Arbitration Claims

are really claims under the AOA. This is simply an argument over the merits of the

Arbitration Claims and the scope of available relief, not the threshold issue of

substantive arbitrability. Under Henry Schein these are issues for the arbitrator, not Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 21 of 25

the court. See 586 U.S. at 68–69. This court is not empowered to determine

substantive arbitrability of the claims because the claims are not brought under the

AOA, nor is the AOA explicitly invoked in any way in the Arbitration Claims. See

Buzzfeed, 2024 WL 2187054, at *12 (“[D]espite 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.” (citation modified)); id. at *18 (“At bottom, BME has invited this

Court to adjudicate substantive arbitrability by first impermissibly recasting the EA

[d]efendants’ arbitration claim as arising out of a different agreement, then arguing

no agreement to arbitrate exists. But the arbitration petition does not invoke the

charter or the OAs. And even if it turns out the EAs cannot support the claims as

pled, courts may not ignore a delegation of arbitrability even if the arbitration claims

as pled appear to be wholly groundless.”); Legend Nat. Gas II Hldgs., LP v. Hargis,

2012 WL 4481303, at *5 (Del Ch. Sep. 28, 2012) (“The major problem with the

[plaintiffs’] argument is that they essentially want this court to assess definitively at

the outset whether [defendant’s] claims arise out of or relate to the Employment

Agreement. Such an assessment would amount to deciding substantive arbitrability,

thereby circumventing the very purpose of Willie Gary.”); see Henry Schein, 586

U.S. at 68 (“When the parties’ contract delegates the arbitrability question to an Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 22 of 25

arbitrator, a court may not override the contract. In those circumstances, a court

possesses no power to decide the arbitrability issue. That is true even if the court

thinks that the argument that the arbitration agreement applies to a particular dispute

is wholly groundless.”). 34

Therefore, Plaintiff cannot secure this court’s review on grounds that simply

attempt to resurrect the “wholly groundless” exception under a new name. 35

b. The AOA does not supersede the Services Agreement or the Subscription Agreement.

In its opening brief, Plaintiff made a cursory argument that the AOA

superseded the arbitration agreement in the Services Agreement, because the AOA

was executed after the Services Agreement and contained an integration clause.36

34 Prior to Henry Schein, Delaware and some other courts applied a third prong to the substantive arbitrability question known as the “wholly groundless” exception. Under that exception, the court would not defer the question of substantive arbitrability to the arbitrator if it “is clear that the claim of arbitrability is wholly groundless.” McLaughlin v. McCann, 942 A.2d 616, 626 n.41 (Del. Ch. 2008) (quoting Local No. 358, Bakery & Confectionery Workers Union, AFL-CIO v. Nolde Bros., Inc., 530 F.2d 548, 553 (4th Cir. 1975), aff’d, 430 U.S. 243 (1977)). Henry Schein “struck down the ‘wholly groundless’ exception to the arbitrability analysis.” Gulf LNG Energy, LLC v. Eni USA Gas Mktg. LLC, 242 A.3d 575, 586 (Del. 2020). 35 But see Praeger v. Dr. Praeger’s Sensible Foods LLC, C.A. No. 2025-0332-JTL, at 20 (Del. Ch. July 14, 2024) (TRANSCRIPT) (suggesting that resolving the substantive arbitrability question when there is an arbitration agreement in one agreement and a forum provision in another should not be based upon whether an affirmative claim was asserted in the arbitration). 36 Pl.’s Opening Br. 26. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 23 of 25

Plaintiff’s reply brief did not respond to ClearList’s arguments on this issue, and

Plaintiff did not raise it at oral argument. Therefore, the argument is waived. See

Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are

deemed waived.”); MHS Cap. LLC v. Goggin, 2018 WL 2149718, at *16 & n.190

(Del. Ch. May 10, 2018) (treating claims not briefed as abandoned).

But even if the argument were not waived, the AOA’s forum provision did

not supersede the arbitration agreement in the Services Agreement. The question of

whether an agreement to arbitrate has been superseded by a later agreement is one

for the court to decide. Buzzfeed, 2024 WL 2187054, at *13. If the court finds that

supersession is incomplete and that the agreement to arbitrate “still exists,” then the

court must “enforce [the] arbitration provision as to what that contract covers.” Field

Intel. Inc. v. Xylem Dewatering Sols. Inc., 46 F.4th 351, 360 (3rd Cir. 2022). Plaintiff

concedes that claims asserted under the Services Agreement are subject to

arbitration,37 which belies the supersession argument. Plaintiff does not dispute that

the Services Agreement exists and is a valid agreement, nor that Plaintiff is currently

bound by the Services Agreement. Instead, Plaintiff argues that claims seeking the

rescission of equity are not within scope of the Services Agreement and are the sole

37 Pl.’s Reply Br. 27. Notably, the integration clause in the AOA, along with the carveout, is identical to that in the OA. Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 24 of 25

domain of the AOA. This is a substantive arbitrability question that has been

delegated to the arbitrator.

B. Plaintiff’s Motion for a Preliminary Injunction is Denied as Moot “A preliminary injunction may be granted where the movant demonstrates:

(1) a reasonable probability of success on the merits at a final hearing; (2) an

imminent threat of irreparable injury; and (3) a balance of the equities that tips in

favor of issuance of the requested relief.” Applied Energetics, Inc. v. Farley, 2019

WL 334426, at *5 (Del. Ch. Jan. 23, 2019). If a court finds a lack of subject matter

jurisdiction over issues of substantive arbitrability, an opposing party’s motion for a

preliminary injunction must be denied. See, e.g., CVD Equip. Corp. v. Dev.

Specialists, Inc., 2015 WL 4506052, at *4 (Del. Ch. Jul. 23, 2015).

The court does not have subject matter jurisdiction over the question of

substantive arbitrability because the parties have agreed to delegate that decision to

the arbitrator. As this court lacks subject matter jurisdiction to determine substantive

arbitrability, Plaintiff’s motion for a preliminary injunction is denied.

C. Plaintiff’s Claims Brought Before This Court are Stayed

The question of whether ClearList may arbitrate the claims in the Arbitration

Action and obtain the relief requested is before the arbitrator. Therefore, the proper

procedure is to stay the remainder of Plaintiff’s claims pending arbitration. See Trellis Software, Inc. v. ClearList Holdings, LLC et al. C.A. No. 2026-0114-PAF June 30, 2026 Page 25 of 25

Smith v. Spizzirri, 601 U.S. 472, 478 (2024) (“staying rather than dismissing a suit

comports with the supervisory role that the FAA envisions for the courts”); see also

In re Porco v. Pacific Basin Res. Mgmt. LLC, 2024 WL 5167180, at *5 (Del. Ch.

Dec. 18, 2024) (ORDER); see, e.g., Erving, 2022 WL 17246320, at *7 (staying

action pending the arbitrator’s ruling on substantive arbitrability); Legend, 2012 WL

4481303, at *9 (same). It is of course possible that the arbitrator will find some of

ClearList’s claims non-arbitrable, in which case, Plaintiff may seek to lift the stay to

the extent that Plaintiff’s claims do not relate to claims and issues before the

arbitrator.

III. Conclusion

Defendant’s motion to compel arbitration is granted and Plaintiff’s motion for

a preliminary injunction is denied. Defendant’s motion to stay is granted. Plaintiff’s

claims are stayed pending a determination by the arbitrator of arbitrability of the

Arbitration Claims.

Very truly yours,

/s/ Paul A. Fioravanti, Jr.

Vice Chancellor