WIA Holdings LLC, et.al. v. Scottish American Capital LLC, et.al.

• Court: Court of Chancery of Delaware
• Decided: January 20, 2026
• Docket: C.A. No. 2024-1226-PRW
• Status: Published

Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

WIA HOLDINGS LLC, WIA CORPORATE ) BUYER INC., WORLD INSURANCE ) ASSOCIATES, LLC and SCOTTISH ) AMERICAN INSURANCE GENERAL ) AGENCY, INC., ) Plaintiffs, ) ) C.A. No.: 2024-1226-PRW v. ) ) SCOTTISH AMERICAN CAPITAL ) LLC, PAUL THOMSON, and ) JOHN DOES 1–10, ) Defendants. )

Submitted: October 23, 2025 Decided: January 20, 2026

Upon Defendants Scottish American Capital LLC, Paul Thomson, and John Does 1–10’s Partial Motion to Dismiss, GRANTED in part and DENIED in part.

MEMORANDUM OPINION AND ORDER

Mackenzie M. Wrobel, Esquire, and Brandon R. Harper, Esquire, DUANE MORRIS LLP, Wilmington, Delaware; Michael J. Canning, Esquire (argued), GIORDANO, HALLERAN & CIESLA, P.C., Red Bank, New Jersey, Attorneys for Plaintiffs WIA Holdings LLC, WIA Corporate Buyer Inc., World Insurance Associates LLC and Scottish American Insurance General Agency LLC.

William M. Lafferty, Esquire, Thomas P. Will, Esquire (argued), and Phillip Peytan, Esquire, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware, Attorneys for Defendants Scottish American Capital, LLC, Paul Thomson, and John Does 1–10.

WALLACE, J. This action arises from a post-closing dispute between the purchasers of an

insurance business—WIA Holdings LLC and WIA Corporate Buyer Inc. (together,

“WIA”)—and the seller, Scottish American Capital LLC (“SAC”), along with its

managing member, Paul Thomson (“Thomson”).1 WIA acquired the business

through its affiliates, including World Insurance Associates LLC and Scottish

American Insurance General Agency, Inc. (“SAIGA”), the latter of which was

formerly owned and operated by SAC.2 Plaintiffs allege that, in connection with the

transaction, SAC, Thomson, and other unidentified SAC insiders (John Does 1–10,

together with SAC and Thomson, “Defendants”) breached contractual

representations and indemnification obligations, concealed material liabilities and

proceedings, and engaged in post-closing conduct that left SAC unable to satisfy its

obligations under the governing acquisition agreement.3

Defendants have moved to dismiss significant portions of the operative

pleading, contending that Plaintiffs’ claims sound solely in contract, are time-barred,

impermissibly duplicative, inadequately pleaded, or foreclosed by settled principles

of Delaware law governing fraud, unjust enrichment, and claims against corporate

agents and fictitious defendants.4 Plaintiffs counter that the Complaint adequately

1 Second Amend. Compl., at ¶¶ 1–8, 14 (D.I. 18). 2 Id., at ¶¶ 1–8, 40. 3 See generally Second Amend. Compl. 4 See generally Defs.’ Op. Br. (D.I. 21); see also Defs.’ Reply (D.I. 27).

-2- pleads contractual breaches, fraudulent conduct, and asset transfers that rendered

SAC judgment-proof, and that dismissal at the pleading stage would improperly

require the Court to resolve disputed factual issues.5 For the reasons set forth below,

the Court GRANTS IN PART and DENIES IN PART Defendants’ Partial Motion

to Dismiss.

I. FACTUAL6 AND PROCEDURAL BACKGROUND

On April 9, 2021, WIA entered into a Securities Purchase Agreement (the

“SPA” or “Contract”) with SAC7 pursuant to which WIA acquired a portfolio of

SAC’s insurance-related assets and operating subsidiaries, including SAIGA, a

wholesale insurance agency.8 The SPA set out a framework of representations,

warranties, and indemnification obligations, which—and most importantly for this

matter—included that SAC and its subsidiaries were not subject to undisclosed

proceedings or court orders, were in compliance with applicable laws, and had

provided responsive diligence materials.9 The agreement also provided warranties

for certain post-closing insurance coverage and indemnity provisions for specified

5 See generally Pls.’ Answer (D.I. 23). 6 Unless otherwise noted, the following facts are drawn from Plaintiffs’ Second Amended Complaint. See Windsor I, LLC v. CW Capital Asset Mgmt. LLC, 238 A.3d 863, 873 (Del. 2020) (“In most cases, when . . . [the] Court considers a 12(b)(6) motion, it limits analysis to the ‘universe of facts’ within the complaint and any attached documents.”). 7 Second Amend. Compl., at ¶ 14. 8 See generally Second Am Compl. Ex. B. 9 Second Amend. Compl., at ¶¶ 17, 19–21, 24.

-3- losses.10

A. THIS SUIT

WIA came to regret aspects of the transaction and filed a Verified Complaint

in the Court of Chancery.11 Very shortly thereafter, it filed a parallel Complaint in

the Superior Court. The actions were consolidated at WIA’s request.12 Following

consolidation, WIA amended its charging document multiple times. The operative

pleading is now the Verified Second Amended Complaint, which was filed on April

30, 2025, and is targeted by the pending motion to dismiss.13

Defendants moved to dismiss portions of the Complaint.14 During the

pendency of the motion-to-dismiss proceedings, the parties jointly agreed that

certain claims and issues pleaded in the Complaint be stayed to permit the motion to

proceed in a focused manner.15 Accordingly, the factual background set forth below

is provided solely to give context to the allegations implicated by the pending motion

and does not purport to address the entirety of the claims asserted in the Complaint.

10 Second Amend. Compl., at ¶¶ 25, 109–113. 11 D.I. 1. 12 D.I. 10; D.I. 7 (Plaintiffs’ Letter seeking cross-designation). 13 D.I. 18 [hereinafter, “the Complaint”]. 14 D.I. 21. 15 D.I. 32 (Parties’ Post-hearing Joint Letter); see also Transcript of Oral Argument on Defs.’ Am. Partial Mot. to Dismiss & Partial Mot. to Stay at 4–6. Defendants do not seek to dismiss the portions of the action relating to the Evanston Insurance action, including Plaintiffs’ indemnification claims arising from that matter. See generally Defs.’ Op. Br.

-4- B. RELEVANT FACTUAL ALLEGATIONS

The factual background alleged in the Complaint is extensive. For purposes

of the factual narrative relevant here, it’s helpful to identify four categories of

allegations that provide context for the claims implicated by the motion to dismiss.

These include: (1) allegations of pre-closing misconduct at SAIGA that give rise to

the AIG Claim; (2) allegations relating to SAC’s disclosures and conduct in

connection with the SLB litigation and related settlement restrictions; (3) allegations

concerning additional proceedings and liabilities that WIA contends weren’t

disclosed at the time of the SPA; and (4) allegations regarding SAC’s post-closing

obligations under the SPA, including insurance coverage and the handling of

escrowed funds. The sections that follow summarize these allegations as

background.

1. The AIG Claim

Approximately eighteen months after the closing, in October 2022, American

International Group, Inc. (“AIG”)—a significant underwriter in the insurance

industry—notified SAIGA that it had uncovered serious misconduct during the

period from 2016 to 2019 when it was operated by SAC.16 AIG alleged that SAIGA

engaged in multiple misrepresentations to secure coverage for insureds who didn’t

meet underwriting guidelines, obtained policies for fictitious entities, and made

16 Second Amend. Compl., at ¶¶ 40–54.

-5- unauthorized changes to policies.17 According to WIA, SAC knew of the issue but

neither remedied them nor disclosed them to WIA.18 As a result, AIG revoked

SAIGA’s portal access and demanded a full investigation; WIA contends that it was

forced to investigate and defend against the matter—a matter that should have been

disclosed in the Contract with SAC.19

2. The SLB Actions

Before the SPA was signed, SAIGA and SAC were already tangled in

litigation with Standard Lines Brokerage (“SLB”).20 The dispute was disclosed to

WIA and ended in a settlement: SAIGA agreed not to compete with SLB, and SAC

placed $250,000 into escrow to cover any potential liability from the matter.21

But when the SPA closed and control of SAIGA passed to WIA, WIA alleges

that it learned that the SLB issue wasn’t resolved.22 WIA claims that SAC quietly

instructed SAIGA employees to disregard the non-compete obligations, which

artificially inflated SAIGA’s revenues and, in turn, drove up the sale price under the

SPA.23 The handling of these issues, WIA alleges, was compounded by conflicts of

17 Id., at ¶ 42. 18 Id., at ¶¶ 42–45, 51. 19 Id., at ¶¶ 40–50, 46–48. 20 Id., at ¶¶ 61–62. 21 Id., at ¶¶ 62–64. 22 Id., at ¶¶ 64–65. 23 Id., at ¶¶ 64–67, 72–73.

-6- interest and financial maneuvers.24

In March 2024, SLB filed a motion to enforce the settlement restrictions and

launched suit in Florida.25 SLB accused the-now-WIA-owned-SAIGA of repeated

violations that had caused millions of dollars in damages.26 According to WIA, the

risk of such a claim was no surprise to SAC; WIA alleges that, at the time of the

SPA, SAC knew the potential liability in the SLB matter was far greater than the

$250,000 held in escrow—but concealed that fact and their continued breach of the

settlement during negotiations.27

3. “Additional Undisclosed Proceedings”

WIA points to a “spreadsheet” of other claims, attached as Exhibit C to its

Complaint, that it says weren’t disclosed.28 Included with the exhibit is a

document—titled “Cash Owed to Novate (from SAC & 627)”—that lists several line

items under the heading “Legal (HR Matters)” that are identified by employee

initials and total $276,201.17.29 WIA generally calls out those matters in the

24 Id., at ¶¶ 64–67, 72–73. 25 Id., at ¶ 74. 26 Id., at ¶¶ 68–71. 27 Id., at ¶¶ 50, 75. 28 Id., at ¶ 168; Pls.’ Answer, 16 (“The Plaintiffs are entitled to, and have made demand for, indemnification for reimbursement of the sum of $258,899.48 [for the company and $17,301.69 for Mr. Thomson] for payments made in the Undisclosed Proceedings, as detailed in the spreadsheet attached to the Indemnification Notice and Demand. Second Amend. Compl., ¶, Ex. C.”); Second Amend. Compl., Ex. C. 29 In its reply to the motion to dismiss, WIA clarifies that these “Undisclosed Proceedings” stem from the alleged misclassification of employees of a Company subsidiary as exempt from overtime

-7- Complaint and seeks indemnification for them, invoking various SPA provisions.30

4. Internal Issues Related to the SPA

WIA describes two additional internal issues looming in the background of

this suit. First, SAC was obligated either to provide tail insurance for WIA or to

reimburse WIA for its purchase of such coverage.31 Second, WIA claims that SAC,

together with ten “John Does” and its “Chief Gopher,” Mr. Thomson, distributed

escrowed funds despite knowing that such distributions would leave SAC without

sufficient assets to satisfy its liabilities to WIA.32

II. PARTIES’ CONTENTIONS

A. PLAINTIFFS’ CLAIMS

Plaintiffs assert the following contentions by count: (Counts I and II) Plaintiffs

say that SAC breached the SPA and wrongfully refused to honor its contractual

indemnification obligations; (Count III) Plaintiffs seek a declaratory judgment that

SAC is obligated under the SPA to indemnify them for covered losses; (Count IV)

Plaintiffs allege fraud, insisting that Defendants knowingly misrepresented or

concealed material facts in the SPA with the intent that Plaintiffs rely on those

representations; (Count V) Plaintiffs contend that SAC breached its duty to defend

requirements. Pls.’ Answer, 16, 37–38. 30 Second Amend. Compl., at ¶ 168; Pls.’ Answer, 16. 31 Second Amend. Compl., at ¶¶ 110–13. 32 Id., at ¶ 184.

-8- and indemnify Plaintiffs in connection with the SLB Action and related enforcement

and successor proceedings; (Count VI) Plaintiffs complain of unjust enrichment,

alleging that Defendants improperly received and distributed transaction and escrow

proceeds; (Count VII) Plaintiffs allege fraudulent transfer under Delaware law,

contending that Defendants distributed substantially all of the Company’s assets to

insiders while insolvent or with actual intent to hinder, delay, or defraud Plaintiffs

as creditors; and (Counts VIII–IX) Plaintiffs charge that Paul Thomson and the John

Doe Defendants aided and abetted the alleged fraud and participated in a civil

conspiracy to effectuate the asserted misrepresentations, nondisclosures, and asset

transfers.33

B. DEFENDANTS’ MOTION TO DISMISS

Defendants characterize this case as a post-closing indemnification dispute

governed entirely by the SPA, which they argue was deliberately structured to

sharply limit the sellers’ post-closing exposure and to channel most claims to

representations-and-warranties insurance.34 They emphasize that the SPA disclaims

reliance on extra-contractual statements and defines fraud narrowly as an actual and

intentional misrepresentation in the SPA itself. 35

33 See generally Second Amend. Compl. 34 See generally Defs.’ Op. Br. 35 Id., 21–40.

-9- Defendants say that Plaintiffs’ indemnification and breach-of-contract claims

(Counts I, II, and III) fail because Plaintiffs don’t adequately plead underlying

breaches of the SPA and because the claim for breach of the tail-insurance covenant

is time-barred under Delaware’s three-year statute of limitations.36 They further

contend that the fraud claim (Count IV) fails under Rule 9(b) and is a mere attempted

packaging of contract claims as fraud.37 Defendants argue that Count V should be

dismissed as duplicative of the indemnification and declaratory relief claims and

provides no independent basis for relief.38 They insist that the unjust enrichment

claim (Count VI) is barred because the SPA comprehensively governs the parties’

relationship and provides exclusive remedies, and that Plaintiffs have not adequately

alleged SAC’s inability to satisfy any contractual obligations.39 Defendants suggest

that the fraudulent transfer claim (Count VII) fails because Plaintiffs don’t plead

facts supporting insolvency or intent to hinder creditors at the time of the challenged

distributions.40 Finally, Defendants argue that the aiding-and-abetting and civil

conspiracy claims (Counts VIII and IX) fail as a matter of law because corporate

agents cannot aid and abet or conspire with their own entity absent well-pled

36 Id., 21–34. 37 Id., 34–40. 38 Id., 40–41. 39 Id., 41–43. 40 Id., 43–44.

-10- allegations of conduct outside their corporate roles, and that claims against “John

Doe” defendants are not permitted under Delaware law.41

III. STANDARD OF REVIEW42

Under Rule 12(b)(6), “the governing pleading standard in Delaware to survive

a motion to dismiss is reasonable ‘conceivability.’”43 Under the well-settled Rule

12(b)(6) standard, the Court will:

(1) accept all well pleaded factual allegations as true, (2) accept even vague allegations as “well pleaded” if they give the opposing party notice of the claim, (3) draw all reasonable inferences in favor of the non-moving party, and (4) [not dismiss the claims] unless the plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances.44

41 Defs.’ Op. Br., 44–48. 42 All Delaware courts treat decisions under Court of Chancery and Superior Court’s respective Rules 12(b)(6) interchangeably. See In re General Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (a Court of Chancery appeal quoting the Rule 12(b)(6) standard articulated in Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002), a Superior Court appeal); see also CLP Toxicology, Inc. v. Casla Bio Holdings LLC, 2020 WL 3564622, at *9 n.65 (Del. Ch. Jun. 29, 2020) (explaining that the there is no substantive difference between the two Courts’ rules nor any operative difference in the analyses engaged under them to decide a Rule 12(b)(6) motion to dismiss) (“CLP Toxicology I”). 43 Cent. Mortg. Co. v. Morgan Stanley Mortg. Capital Hldgs. LLC, 27 A.3d 531, 537 (Del. 2011); Windsor I, LLC v. CW Capital Asset Mgmt. LLC, 238 A.3d 863, 871−72 (Del. 2020) (quoting In re General Motors (Hughes) S’holder Litig., 897 A.2d at 168) (“The grant of a motion to dismiss is only appropriate when the ‘plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances susceptible of proof.’”). See also CLP Toxicology I, 2020 WL 3564622, at *3 n.13 (“Our governing ‘conceivability’ standard is more akin to ‘possibility,’ while the federal ‘plausibility’ standard falls somewhere beyond mere ‘possibility’ but short of ‘probability.’”). 44 Cent. Mortg. Co., 27 A.3d at 535.

-11- The Court does not, however, “accept as true conclusory allegations without any

specific supporting factual allegations.”45

IV. ANALYSIS

The Court first considers Defendants’ motion to dismiss Counts I and II and

concludes that the Complaint adequately alleges breaches of the SPA’s

representations, warranties, and indemnification provisions. The Court then turns to

Plaintiffs’ remaining contract-based theories and finds them barred—either as

untimely under the applicable statute of limitations or as duplicative of the core

breach-of-contract claims. The Court next addresses Plaintiffs’ fraud claims; they

fail as they either impermissibly duplicate the contract claims or are not pleaded with

the particularity Delaware law requires. But the Court finds that the fraudulent

transfer claim is reasonably conceivable. The Court next addresses the claims

asserted against the individuals sued and concludes that they cannot proceed as

pleaded. Finally, the Court considers the unjust enrichment count and determines

that consideration of such equitable relief is unwarranted where all agree that the

parties’ contract governs the contested issues.

In turn, for the now-explained reasons, the Defendants’ motion to dismiss is

GRANTED, in part, and DENIED, in part.

45 In re General Motors (Hughes) Shareholder Litigation, 897 A.2d at 168 (internal quotes omitted).

-12- A. THE COMPLAINT SUFFICIENTLY STATES ITS CLAIMS FOR BREACH OF CONTRACT (COUNT I AND II).

SAC seeks dismissal of Counts I and II, which assert claims for breach of the

representations and warranties (Count I) and breach of the indemnification

provisions (Count II).46 For each breach-of-contract claim, WIA “must demonstrate:

first, the existence of the contract, whether express or implied; second, the breach of

an obligation imposed by that contract; and third, the resultant damage to [WIA].”47

The Court’s task is to assess the relevant contractual provisions and determine

whether the Complaint pleads facts making it reasonably conceivable that SAC

breached its representations or covenants.48

The allegations focus on three asserted nondisclosures: the 2019 AIG audit,

the SLB Consent Injunction, and certain Undisclosed Additional Proceedings.

Taken as true, these allegations support a claim that SAC failed to comply with

Sections 3.10, 3.12, and 3.25 of the SPA. Accordingly, Rule 12(b)(6) dismissal of

Counts I and II is not available to Defendants.

46 Defs.’ Op. Br. 21–32. 47 VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003). 48 Cent. Mortg. Co., 27 A.3d at 536; New Enter. Assocs. 14, L.P. v. Rich, 292 A.3d 112, 137 (Del. Ch. 2023); VLIW Tech., 840 A.2d at 611 (quoting Ct. Ch. R. 8(a)(1)) (“In alleging a breach of contract, a plaintiff need not plead specific facts to state an actionable claim. Rather, a complaint for breach of contract is sufficient if it contains ‘a short and plain statement of the claim showing that the pleader is entitled to relief.’”).

-13- 1. WIA pleads a reasonably conceivable claim regarding SAC’s failure to disclose the AIG Audit.

WIA alleges that SAC failed to disclose a 2019 AIG audit conducted while

SAC still owned the company that gave notice that AIG believed fraud was occurring

at SAIGA.49 That audit expressly identified fraudulent activity occurring in

transactions at SAIGA and warned that unless corrective measures were taken, AIG

would revoke the subsidiary’s ability to conduct business through its online portal.50

Although SAC received this audit before signing and closing, the Complaint alleges

that SAC didn’t disclose it to WIA.51 After the transaction closed, AIG followed

through on its warning, revoked the subsidiary’s portal access, and required an

investigation before reinstating the office’s ability to operate.52 The parties disagree

over whether SAC had an obligation under § 3.12(b) to provide WIA with the AIG

letter,53 even though Section 3.12 of the contract requires disclosure of notifications

49 Second Amend. Compl., at ¶ 41. 50 Id., at ¶ 44. 51 Id., at ¶¶ 40–55. 52 Id. 53 Compare Def.’s Op. Br. 22–24 with Pl.’s Answering Br. 20–22. WIA contends these facts show breaches of two contractual representations. First, Section 3.12(b) represented that neither SAC nor its subsidiaries had received written notice within the past five years “of any actual, alleged or potential violation of, or failure to comply with, any Law that would, if true, have a Material Adverse Effect.” Second Amend. Compl., at ¶¶ 19, 51; SPA § 3.12 (emphasis added). WIA argues that the 2019 AIG audit, which identified fraudulent activity and threatened operational revocation, constituted such a notice that was not provided to WIA. Second Amend. Compl., at ¶¶ 19, 51; SPA § 3.12. Second, Section 3.25 required SAC to provide “true, correct and complete copies of all material . . . documents that are responsive in all material respects to due diligence request lists delivered to the Company by the Buyer.” Second Amend. Compl., at ¶ 58; SPA § 3.25. WIA’s diligence requests encompassed carrier audits and compliance notices,

-14- of the past five years of “potential violations of, or failure to comply with, any

Law[.]”54

Under Delaware law, “[c]ontract terms themselves will be controlling when

they establish the parties’ common meaning so that a reasonable person in the

position of either party would have no expectations inconsistent with the contract

language.”55 Our courts emphasize that respecting the plain meaning of those terms

is paramount.56 And each refrains from distorting or twisting contract language.57

Applying those principles, “Law” is broadly defined in the contract, and

AIG’s notice to the company that fraudulent activity was occurring is—with little

doubt—within the definition.58 The SPA defines “Law” as follows:

“Law” means any law, ordinance, principle of common law, code, constitution, rule, regulation, statute, act, treaty, court order, permit, approval or order of general applicability of any Governmental Authority, including rules and regulations promulgated thereunder.59

and the AIG audit was conceivably responsive. Second Amend. Compl., at ¶ 58; SPA § 3.25. 54 SPA § 3.12(b)(i). 55 Eagle Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997). 56 Stream TV Networks, Inc. v. See Cubic, Inc., 279 A.3d 323, 339 (Del. 2022); Tetragon Fin. Grp. Ltd. v. Ripple Labs Inc., 2021 WL 1053835, at *3 (Del. Ch. Mar. 19, 2021); In re Port of Wilmington Gantry Crane Litig., 238 A.3d 921, 929 (Del. Super. Ct. 2020). 57 Lank v. Moyed, 909 A.2d 106, 110 (Del. 2006); Allied Cap. Corp. v. GC-Sun Holdings, L.P., 910 A.2d 1020, 1030 (Del. Ch. 2006); Bobcat N. Am., LLC v. Inland Waste Holdings, 2020 WL 4757042, at *4 (Del. Super. Ct. Aug. 17, 2020). 58 SPA § 1.01. 59 Id.

-15- Certainly, the AIG audit gave SAC notice that SAIGA was not in compliance with

“Law” as defined. Fraudulent conduct is, by its nature unlawful, and a written audit

identifying fraudulent activity and threatening operational consequences unless

remedial action is taken reasonably constitutes notice that—at very least—a

violation of a “principle of common law” was occurring, let alone the myriad other

violations that it might imply by nature of a highly regulated industry such as

insurance. And nothing in Section 3.12 limits “notice” to communications issued

by a governmental authority, nor does it require that a violation be conclusively

established.60 To the contrary, the inclusion of “actual, alleged or potential”

violations reflect an intent to capture early warnings of noncompliance risk,

including third-party audits that flag conduct exposing the company to legal action

60 SPA § 3.12. The provision reads: (a) The Company and each Company Subsidiary are and have been in compliance in all material respects with every Law applicable to it or the conduct of their business. (b) ln the last five (5) years, neither the Company nor any Company Subsidiary has received any written notice: (i) of any actual, alleged or potential violation of, or failure to comply with, any Law that would, if true, have a Material Adverse Effect; (ii) of any administrative, civil or criminal investigation or audit by any Governmental Authority relating to the Company or any Company Subsidiary that did or reasonably could be expected to have a Material Adverse Effect; or (iii) from any Governmental Authority alleging that the Company or any Company Subsidiary is not in compliance with any applicable Law or Order that, if true, did or reasonably could be expected to have a Material Adverse Effect.

-16- or regulatory sanction.61

The 2019 AIG audit did not merely identify operational issues; it flagged

fraudulent activity and warned that the subsidiary’s ability to conduct business

would be revoked absent corrective action.62 That warning placed SAC on notice

that the subsidiary’s conduct exposed the company to legal and operational

consequences. At the pleading stage, WIA’s allegation that SAC received such a

warning and withheld it conceivably states a breach of the law-compliance

representation.

The same lies for a breach of Section 3.25. That section is an affirmative

representation that documents responsive “in all material respects” to Buyer’s

61 SPA § 3.12. The Court recognizes in § 3.12(b)(ii)–(iii) that “Governmental Authorities” are specified as distinct entities that may provide written notice of law violations warranting disclosure. But this specification does not imply the inverse—that only governmental entities can provide written notice of violations. Instead, the contract clearly requires disclosure of any written notice. That reading of Section 3.12 is consistent with this Court’s treatment of undisclosed audits that surface compliance risk before formal enforcement occurs. While not completely analogous, In re Dura Medic Holdings, Inc. Consolidated Litigation is helpful. 333 A.3d 227 (Del. Ch. 2025). There, the sellers closed a transaction without disclosing a series of Medicare audits that had identified significant compliance failures and placed the company on a path toward potential regulatory action. Id. at 251–57. Much like here, the audits were preliminary and no violation had yet been adjudicated. Id. The In re Dura audits mattered not because they were enforcement actions, but because they warned the company that it was operating in a legally precarious state— and that warning was precisely the type of information a buyer would expect to receive through the contract’s representations. Id. The Court needn’t now delve into the merits of the audit allegations. At a minimum, it is reasonably conceivable that SAC’s failure could be deemed a violation of the SPA. 62 See generally Def.’s Op. Br. Ex. F.

-17- diligence requests were produced.63 Under 3.12, if WIA asked for all compliance

notices from the past five years, the failure to produce the 2019 AIG audit is a

reasonably conceivable breach.64 On this record, then, dismissal of the AIG-based

breach of contract is DENIED.

2. WIA pleads a reasonably conceivable claim regarding SAC’s failure to disclose the SLB Matter.

WIA alleges that SAC continued to violate a Consent Injunction entered in

August 2019 without disclosing those violations.65 To be sure, SAC disclosed in the

schedules that litigation was pending between SLB and certain SAC subsidiaries.

That was the basis for the $250,000 escrow for contingent liabilities.66 But WIA

says there’s more.

According to the Complaint, SAC continued to violate the consent injunction

to inflate the value of its subsidiaries while simultaneously generating liabilities far

exceeding the agreed escrow.67 WIA contends that this conduct rendered false

SAC’s representation in Section 3.10 that neither SAC nor its subsidiaries was

“subject to any Order” that would prohibit SAC from conducting business or be

63 SPA § 3.25. 64 SPA § 3.12. 65 Second Amend. Compl., at ¶¶ 63–64. 66 Id. 67 Id., at ¶¶ 65–67.

-18- reasonably expected to have a “Material Adverse Effect.”68

Read naturally, Section 3.10 isn’t confined to the disclosure of pending

litigation.69 It’s a broader warranty that SAC is not subject to an Order that

materially impairs its business.70 SAC failed to disclose ongoing noncompliance

with the consent injunction.71 Even with this understanding, SAC responds that its

limited disclosures suffice and that no further revelation was required.72 Not so.

It is reasonably conceivable that undisclosed, ongoing violations of a consent

injunction could materially impair the business and thereby render the Section 3.10

representation false. Disclosure of the SLB action doesn’t cleanse the representation

if SAC simultaneously omitted facts concerning its own intentional continuing

violations of an operative injunction. Accepting the well-pleaded allegations as true,

68 Second Amend. Compl., at ¶¶ 60–64; SPA § 3.10. The provision reads: Except as set forth in Schedule 3.10., there is no Proceeding pending or, to the Knowledge of the Company, threatened, against the Company or any Company Subsidiary or the transactions contemplated herein, including, without limitation, any Proceeding that challenges, or is reasonably likely to have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with the transactions contemplated in this Agreement or in any of the other Transaction Documents. Neither the Company nor any Company Subsidiary is subject to any Order (a) that prohibits the Company or any Company Subsidiary from conducting its business or (b) that would, individually or in the aggregate, have or would reasonably be expected to have, a Material Adverse Effect. 69 SPA § 3.10. 70 Id. 71 Second Amend. Compl., at ¶ 66. 72 Compare id., at ¶¶ 68–74 with Defs.’ Op. Br., 29–31.

-19- WIA has stated a reasonably conceivable breach of Section 3.10.

3. WIA pleads a reasonably conceivable claim regarding SAC’s failure to disclose “Additional Undisclosed Proceedings.”

Finally, WIA argues that it is also due indemnification for “Additional

Undisclosed Proceedings” breach-of-contract claims.73 WIA contends that these

matters, along with other entries, weren’t disclosed in the SPA and thus violated

Sections 3.10, 3.12, and 3.25 of the SPA.74

Defendants argue that these proceedings are inadequate because they are not

referenced by name.75 But Delaware law permits plaintiffs to rely on documents

integral to their claim to satisfy the pleading burden.76 The key document submitted

shows specific amounts that Plaintiffs allege are owed through the indemnification

process and identifies certain provisions of the SPA that were violated.77 While the

allegations are bare, they nonetheless clear the low bar imposed by Delaware’s

notice-pleading standard.78 Read together with the Complaint, Plaintiffs summon

73 See generally Second Amend. Compl., at ¶ 98 (“the Company failed to disclose other Proceedings of which it had actual knowledge prior to the effective date of the SPA. As of its last accounting, Plaintiffs were forced to incur costs and expenses in the sum of at least $258,899.48 relating to other Proceedings not disclosed by the Company, as detailed in the spreadsheet attached to the Indemnification Notice and Demand (the “Additional Undisclosed Proceedings”). The Company has failed and refused to honor its indemnification obligation with regard to reimbursement to the Plaintiffs of this sum.”); Pls.’ Answer, 37–38. 74 Pls.’ Answer, 37–38. 75 Def.’s Op. Br., 32. 76 See Ch. Ct. Civ. R. 10(a)(5); see also Super. Ct. Civ. R. 10(c). 77 Second Amend. Compl. Ex. C (Part 2); see generally Second Amend. Compl. 78 VLIW Tech., 840 A.2d at 611 (quoting Ct. Ch. R. 8(a)) (“In alleging a breach of contract, a

-20- enough support to survive a motion to dismiss.79

B. WIA’S CLAIMS REGARDING SAC’S OBLIGATION TO OBTAIN TAIL INSURANCE UNDER SECTION 5.07 IS UNTIMELY.

SPA Section 5.07 required SAC to obtain tail insurance following closing.80

If such insurance could not be procured, the SPA permitted WIA to obtain the

coverage itself and seek reimbursement from SAC.81 WIA purchased the tail

insurance and says that SAC did not reimburse the premium.82

SAC contends that any breach occurred no later than April 21, 2021, when

WIA paid the premium, or, at the latest, thirty days after the Closing Date on May

9, 2021.83 On that basis, SAC argues the claim is barred by Delaware’s three-year

statute of limitations for breach-of-contract actions.84 WIA doesn’t dispute that the

alleged breach occurred more than three years before this action was filed.85 Instead,

plaintiff need not plead specific facts to state an actionable claim. Rather, a complaint for breach of contract is sufficient if it contains ‘a short and plain statement of the claim showing that the pleader is entitled to relief.’ Such a statement must only give the defendant fair notice of a claim and is to be liberally construed.”). 79 See Metro Commc’n Corp. BVI v. Advanced Mobilecomm Techs. Inc., 854 A.2d 121, 140 (Del. Ch. 2004) (allowing the breach-of-contract claim to move to discovery, even though the claim was “vague”); Eisenmann Corp. v. Gen. Motors Corp., 2000 WL 140781, at *18 (Del. Super. Ct. Jan. 28, 2000) (lack of detail in the complaint was not enough because breach had to be “fleshed out in the discovery process”). 80 Second Amend. Compl. Ex. A § 5.07. 81 Id. 82 Second Amend. Compl., at ¶ 112. 83 Defs.’ Op. Br., 33–34. 84 Id. 85 Pls.’ Answer, 40–42.

-21- WIA argues that the doctrine of laches should apply because “unusual conditions or

extraordinary circumstances” are present.86

Under Delaware law, breach-of-contract claims are subject to a three-year

statute of limitations,87 and such claims accrue “at the time the contract is broken,

not at the time when the actual damage results or is ascertained.”88 Where a claim

is facially untimely, the plaintiff bears the burden of pleading facts that support “a

reasonable inference that a tolling doctrine applies.”89

The doctrine of laches is “rooted in the maxim that equity aids the vigilant,

not those who slumber on their rights.”90 A deviation from the applicable statute of

limitations and application of the doctrine of laches may be warranted where

“unusual circumstances” are presented.91 Our Supreme Court has explained that

“[t]here is no precise definition of what constitutes unusual conditions or

extraordinary circumstance” and identified factors “that could bear on the analysis”

86 Id. 87 DEL. CODE ANN. tit. 10, § 8106 (2025); Lavender v. Koenig, 2017 WL 443696 at *3 (Del. Super. Ct. Feb. 1, 2017). 88 Intermec IP Corp. v. TransCore, LP, 2021 WL 3620435, at *21 (Del. Super. Ct. Aug. 16, 2021) (quoting Worrel v. Farmers Bank of State of Del., 430 A.2d 469, 472 (Del. 1981)). 89 Id; see also Yaw v. Talley, 1994 WL 89019, at *6 (Del. Ch. Mar. 2, 1994); Laugelle v. Bell Helicopter Textron, Inc., 2014 WL 2699880, at *3 (Del. Super. Ct. June 11, 2014). 90 Whittington v. Dragon Gp., L.L.C., 991 A.2d 1, 8 (Del. 2009) (quoting Adams v. Jankouskas, 452 A.2d 148, 157 (Del. 1982)); see also Lehman Bros. Hldgs. Inc. v. Spanish Broad. Sys., Inc., 2014 WL 718430, at *7 & n.43 (Del. Ch. Feb. 25, 2014) (noting that the maxim is a special form of the general principle that “he who seeks equity must do equity”). 91 IAC/Interactive Corp. v. O’Brien, 26 A.3d 174, 175–76 (Del. 2011).

-22- including:

1) whether the plaintiff had been pursuing his claim, through litigation or otherwise, before the statute of limitations expired; 2) whether the delay in filing suit was attributable to a material and unforeseeable change in the parties’ personal or financial circumstances; 3) whether the delay in filing suit was attributable to a legal determination in another jurisdiction; 4) the extent to which the defendant was aware of, or participated in, any prior proceedings; and 5) whether, at the time this litigation was filed, there was a bona fide dispute as to the validity of the claim.92

WIA argues that the first and fifth of these are present here, and therefore the

Court must permit its untimely claim to go forward.93 WIA misses the mark on both.

As to the first factor, WIA alleges that it sent a notice of breach and demand

for reimbursement on April 8, 2024, nearly three years after the latest possible

accrual date.94 SAC responded on April 22, 2024, declining to honor the demand.95

Here, WIA’s single demand letter does not reflect sustained or diligent efforts to

enforce its rights.

WIA likewise fails to satisfy the fifth factor. A “bona fide dispute” means

“that the claim would survive a motion to dismiss or, in other words, is not futile.”96

92 Id. at 178. 93 Pls.’ Answer, 40–43. 94 Id. at 16, 41. 95 Id. at 41. 96 Chertok v. Zillow, Inc., 2021 WL 4851816, at *10 (Del. Ch. Oct. 18, 2021), aff’d, 277 A.3d 1258 (Del. 2022) (quoting Winklevoss Cap. Fund, LLC v. Shaw, 2019 WL 994534, at *9 (Del. Ch. Mar. 1, 2019)).

-23- “In application, this factor is most commonly fulfilled by a previous affirmative

court finding that the untimely claims are valid.”97 No such finding exists here. The

existence of a disagreement alone doesn’t establish a bona fide dispute for laches

purposes.

WIA doesn’t meaningfully allege facts supporting the remaining factors, nor

does it identify any extraordinary circumstance that would justify tolling the statute

of limitations.98 Accordingly, because the Section 5.07 claim accrued more than

three years before this action was filed and no tolling doctrine applies, the claim is

time-barred. SAC is due dismissal of the Section 5.07 tail insurance claim.

C. THE BREACH OF DUTY TO DEFEND AND INDEMNIFY BUYER (COUNT V) AND DECLARATORY JUDGMENT FOR INDEMNIFICATION (COUNT III) CLAIMS ARE DUPLICATIVE OF COUNTS I AND II AND ARE THEREFORE DISMISSED.

The Court next addresses Counts V and III together. Although pleaded as

separate causes of action, each depends entirely on the same alleged breaches of the

SPA’s indemnification provisions that are the subject of Counts I and II. Neither

count raises a distinct factual dispute or legal issue requiring independent resolution.

The Court therefore considers whether these claims serve any purpose apart from

the breach-of-contract claims. They do not.

97 Winklevoss Cap. Fund, 2019 WL 994534, at *9. 98 Pls.’ Answer, 41–43.

-24- 1. The Breach of Duty to Defend and Indemnify Buyer (Count V) Claim is duplicative of the Breach-of-Contract Claims.

“Whether to dismiss a claim as duplicative is within the discretion of the

Court.”99 “[T]here is no right to dismissal of such claims on the grounds they are

duplicative, but doing so ‘can help formulate and simplify the issues for trial.’”100

This Court “may take steps to ‘formulate and simplify . . . the issues’ and to address

‘such other matters as may aid in the disposition of the action.’”101 Delaware law

permits pleading alternative and even inconsistent theories,102 but a court, at times,

may cut off truly doppelgänger claims—i.e. those based on the same operative facts,

asserting the same legal rights, and seeking the same relief—at the pleading stage.103

Here, Counts I and II allege breaches of the SPA and seek indemnification for

the same losses at issue in Count V.104 In each count, Plaintiffs request

99 Swipe Acquisition Corp. v. Krauss, 2020 WL 5015863, at *8 (Del. Ch. Aug. 25, 2020). 100 Malt Fam. Tr. v. 777 Partners LLC, 2023 WL 7476966, at *13 (Del. Ch. Nov. 13, 2023). 101 Goldstein v. Denner, 2022 WL 1797224, at *13 (Del. Ch. June 2, 2022) (quoting Ct. Ch. R. 16(a)) (cleaned up). 102 Id. (“[A] party may plead alternative and even inconsistent theories.”); see also Ct. Ch. R. 8 (“A party may set forth two or more statements of a claim or defense alternately or hypothetically, either in one count or defense or in separate counts or defenses. . . . The party may also state as many separate claims or defenses as the party has regardless of consistency.”). 103 Sheehan v. AssuredPartners, Inc., 2020 WL 2838575, at *12 (Del. Ch. May 29, 2020) (explaining that dismissal of the duplicative claim there was warranted because (1) the claim sought the same relief, (2) relied on the same findings, and (3) related to the same legal rights under the contract as two other claims); Osram Sylvania Inc. v. Townsend Ventures, LLC, 2013 WL 6199554, at *6 (Del. Ch. Nov. 19, 2013) (finding that, because a duplicative claim rested on the same contract provisions and the remedies were “equivalent” to the other claims, it could be dismissed); Goldstein, 2022 WL 1797224, at *13. 104 Compare Second Amend. Compl., at ¶¶ 205–08, 211–213 with Second Amend. Compl., at ¶

-25- indemnification under the contract—expressly invoking the Article VII provision

that is the sole grounding of Count V.105 And Count V doesn’t identify any separate

breach, duty, or injury. Section 7.08 states simply:

In the event that any of the Buyer Indemnitees sustains or suffers Losses for which a court of competent jurisdiction has finally determined the Company to be obligated under this Agreement to indemnify such Buyer Indemnitee, the Company acknowledges, understands and agrees that such Buyer Indemnitee shall be entitled to set-off the amount of such claim against any amount payable to the Company or to any member of the Company, including, without limitation, any amount of the Contingent Payment which is earned, by the Buyer or any Affiliate of the Buyer to the extent permitted by Law.106

The section provides a remedial mechanism contingent on the existence of

indemnifiable losses—a mechanism already discussed in Plaintiff’s prior claims.

Whether Plaintiffs may set off against escrow funds necessarily turns on the same

predicate questions and the same predicate facts raised in Counts I through III:

whether Defendants breached the SPA and owe indemnification. And the remedy is

the same—indemnification through the SPA which includes section 7.08.

“Delaware courts . . . routinely dismiss duplicative claims, with duplicative

allegations and duplicative requests for relief at the pleadings stage.”107 Permitting

232. 105 Second Amend. Compl., at ¶¶ 208, 213, 236. 106 SPA § 7.08. 107 RSM US LLP v. Cision US Inc., 2025 WL 819123, at *2 n.20 (Del. Super. Ct. March 14, 2025) (noting CoVenture – Burt Credit Opportunities GP, LLC v. Coleman, 2023 WL 7179488 (Del.

-26- Count V to proceed is of no utility. Because Count V is duplicative in both theory

and relief, dismissal is appropriate.

2. The Declaratory Judgment (Count III) Claim is unnecessarily duplicative of the Breach-of-Contract Claims (Counts I and II).

Similar issues abide in Count III.108 A declaratory judgment is a statutory

remedy and “it is meant to provide relief in situations where a claim is ripe but would

not support an action under common-law pleading rules.109 That is, it is not intended

to provide an alternative vehicle for relief that is already fully available through

affirmative claims.110 Indeed, “‘[w]here a declaratory judgment claim is completely

duplicative of the affirmative counts of the complaint, it must be dismissed,’ and

‘[w]here a declaratory judgment does not set forth a distinct cause of action and the

other claims fail, the declaratory judgment claim must fail.’”111 Just so with Count

III here.

Super. Ct. Nov. 1, 2023)). 108 While Defendants do not expressly move to dismiss Count III for duplication, the Court may— in the proper instance—address that issue. See Blue Cube Spinco LLC v. Dow Chem. Co., 2021 WL 4453460, at *15 (Del. Super. Ct. Sept. 29, 2021); see generally Swipe Acquisition, 2020 WL 5015863, at *8; Goldstein, 2022 WL 1797224, at *13 (“A court thus has discretion to address a duplicative claim in an effort to narrow the issues. At the pleading stage, however, a duplicative claim generally will go forward.”) (internal citations omitted). 109 Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, 2014 WL 6703980, at *29 (Del. Ch. Nov. 26, 2014). 110 Id.; PVP Aston, LLC v. U.S. Bank Nat’l Ass’n, 2023 WL 525059, at *11 (Del. Super. Ct. Jan. 24, 2023), aff’d, 346 A.3d 1122 (Del. 2024). 111 PVP Aston, 2023 WL 525059, at *11 (quoting Sweetwater Point, LLC v. Kee, 2020 WL 6561567, at *12 (Del. Super. Ct. Nov. 5, 2020)).

-27- Count III realleges the same facts underlying Counts I and II and rests on the

identical premise: that Defendants breached their indemnification obligations under

the SPA by refusing to indemnify Plaintiffs for alleged Losses arising from

purported breaches of representations, warranties, and covenants.112 The declaration

Plaintiffs seek—namely, that Defendants are obligated to indemnify them under

Article VII of the SPA—is precisely the liability determination that would

necessarily follow if Plaintiffs were to prevail on their breach-of-contract claims.

The declaration simply demands the remedy of the breach-of-contract claims. But

where the underlying premise of the declaratory claim is identical to that of the

substantive claims, and where resolution of those claims would necessarily resolve

the requested declaration, the declaratory judgment claim is duplicative.113

Accordingly, Count III fails to state an independent claim for relief and must

be dismissed.

D. THE FRAUD CLAIMS FAIL BECAUSE THEY IMPERMISSIBLY BOOTSTRAP CONTRACT CLAIMS OR AREN’T PLEADED WITH THE REQUIRED PARTICULARITY.

Under Delaware law, a claim for fraud must be pleaded with particularity; the

plaintiff must allege:

1) a false representation, usually one of fact, made by the defendant; 2) the defendant’s knowledge or belief that the 112 Compare Second Amend. Compl., at ¶¶ 214–217 with id., at ¶¶ 204–213. 113 See, e.g., Blue Cube Spinco, 2021 WL 4453460, at *16–17; PVP Aston, LLC, 2023 WL 525059, at *11.

-28- representation was false, or was made with reckless indifference to the truth; 3) an intent to induce the plaintiff to act or to refrain from acting; 4) the plaintiff’s action or inaction taken in justifiable reliance upon the representation; and 5) damage to the plaintiff as a result of such reliance.114

Defendants’ motion does not rely solely on whether the Complaint recites

these elements.115

Delaware law requires plaintiffs to plead fraud claims with particularity.116

“That requires a plaintiff to plead ‘the time, place, and contents of the false

representations; the facts misrepresented; the identity of the person(s) making the

misrepresentation; and what that person(s) gained from making the

misrepresentation.’”117 But “even though fraud must be stated with particularity,

this is still a motion to dismiss, and the . . . Plaintiffs are entitled to have [the Court]

draw all reasonable inferences in their favor.”118

114 Metro Commc’n Corp. BVI v. Advanced Mobilecomm Techs. Inc., 854 A.2d 121, 144 (Del. Ch. 2004); Ch. Ct. Civ. R. 9(b). 115 Ch. Ct. R. 9; see generally ITW Glob. Invs. Inc. v. Am. Indus. Partners Cap. Fund IV, L.P., 2015 WL 3970908 (Del. Super. Ct. June 24, 2015). 116 Abry Partners V, L.P. v. F & W Acquisition LLC, 891 A.2d 1032, 1046 (Del. Ch. 2006); Ch. Ct. R. 9. See also EZLinks Golf v. PCMS Datafit, Inc., 2017 WL 1312209, at *3 (Del. Super. Ct. Mar. 13, 2017) (citing Del. Super. Ct. Civ. R. 9(b)); Avve, Inc. v. Upstack Techs., Inc., 2019 WL 1643752, at *5 (Del. Super. Ct. Apr. 12, 2019) (observing that Rule 9(b) “deviates from the [short and plain statement (“notice pleading”)] rule and imposes a heightened pleading standard for fraud”); Cytotheryx, Inc. v. Castle Creek Biosciences, Inc., 2024 WL 4503220, at *6 (Del. Ch. Oct. 16, 2024); Sam I Aggregator LP v. Mars HoldCo Corp., 2025 WL 2375279, at *5 (Del. Ch. Aug. 15, 2025); H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129, 144–45 (Del. Ch. 2003). 117 Sam I Aggregator LP, 2025 WL 2375279, at *5 (quoting Valley Joist BD Hldgs., LLC v. EBSCO Indus., Inc., 269 A.3d 984, 988 (Del. 2021)). 118 In re Am. Int’l Grp., Inc., 965 A.2d 763, 805–06 (Del. Ch. 2009).

-29- Beyond the heightened pleading standard, where the alleged

misrepresentations arise from a negotiated acquisition agreement, the Court must

also consider whether the fraud claims are substantively independent of the parties’

contractual obligations or instead impermissibly bootstrap to alleged breaches of

contract.119

The SPA contains provisions that both limit and preserve fraud claims.

Sections 4.09 and 4.10 function as anti-reliance clauses, disclaiming reliance on

extra-contractual representations and confining the universe of actionable statements

to those expressly set forth in the SPA and its schedules.120 Section 7.09 further

narrows the scope of permissible fraud claims to “actual and intentional

misrepresentation[s] of fact . . . set forth in [the SPA], with the express intention that

the Buyer relies thereon to its detriment.”121

119 ITW Glob. Invs., 2015 WL 3970908, at *6. 120 SPA at § 4.09–.10. 121 SPA at § 7.09. Delaware law enforces such provisions according to their terms. Prairie Cap. III, L.P. v. Double E Holding Corp., 132 A.3d 35, 50 (Del. Ch. 2015) (citing RAA Mgmt., LLC v. Savage Sports Hldgs., Inc., 45 A.3d 107, 118–19 (Del. 2012)) (“Delaware law enforces clauses that identify the specific information on which a party has relied and which foreclose reliance on other information.”). Clauses that disclaim reliance on extra-contractual statements are routinely upheld and operate to bar fraud claims predicated on alleged misrepresentations outside the four corners of the agreement. Prairie Cap., 132 A.3d at 50; Abry Partners, 891 A.2d at 1058; Steven M. Haas, Contracting Around Fraud Under Delaware Law, 10 DEL. L. REV. 49, 52–56 (2008). At the same time, Delaware law does not permit a seller to insulate itself from liability for knowingly false statements embedded within the contract itself. Abry Partners, 891 A.2d at 1035. Thus, taken together, these provisions foreclose claims based on off-contract statements while preserving a narrow category of fraud claims tied to intentional falsities in the express representations and warranties.

-30- Applying that framework, the Court concludes that the fraud claims premised

on the AIG Audit and the SLB allegations are impermissible bootstrapping to the

asserted contractual disclosure claims. The fraud claim based on the alleged

“Additional Undisclosed Proceedings,” in turn, fails independently for lack of

particularized allegations sufficient to satisfy Rule 9(b).

1. The AIG and SLB Fraud Claims are attempts at impermissible bootstrapping that must be dismissed.

Application of the anti-bootstrapping doctrine prevents parties from

improperly converting breach-of-contract claims into fraud claims when both seek

identical relief—that is, the allegations merely rehash breach-of-contract arguments

without demonstrating separate wrongful conduct or distinct damages.122 “As a

general rule under Delaware law, where an action is based entirely on a breach of

the terms of a contract between the parties, and not on a violation of an independent

duty imposed by law, a plaintiff must sue in contract and not in tort.”123 This is

because “his remedy should be in contract, not tort. Both claims lead to the same

122 ITW Glob. Invs, 2015 WL 3970908, at *6; see Pilot Air Freight, LLC v. Manna Freight Sys., Inc., 2020 WL 5588671, at *26 (Del. Ch. Sept. 18, 2020) (discussing the differences of a contract claim and a tort claim); Swipe Acquisition, 2020 WL 5015863, at *11 (“Generally, the anti- bootstrapping rule applies when a plaintiff attempts to transmute a breach of contract claim into a fraud claim by adding conclusory allegations to its breach of contract allegations.”). 123 Pinkert v. John J. Olivieri, P.A., 2001 WL 641737, at *5 (D. Del. May 24, 2001); Tristate Courier & Carriage, Inc. v. Berryman, 2004 WL 835886, at *11 (Del. Ch. Apr. 15, 2004); Midland Red Oak Realty, Inc. v. Friedman, Billings & Ramsey & Co., 2005 WL 445710, at *3 (Del. Super. Ct. Feb. 23, 2005); ITW Glob. Invs., 2015 WL 3970908, at *6.

-31- destination—a remedy in damages causally related to the broken promises.”124 But

as this Court has explained:

[T]he anti-bootstrapping rule does not prevent parties from bringing a fraud claim if (1) the plaintiff alleges the seller knowingly made false contractual representations, (2) damages for plaintiff’s fraud claim may be different from plaintiff’s breach of contract claim, (3) the conduct occurs prior to the execution of the contract and thus with the goal of inducing the plaintiff’s signature and willingness to close on the transaction, or (4) the breach of contract claim is not well-pled such that there is no breach claim on which to ‘bootstrap’ the fraud claim.125

The exceptions do little to explain the rule. Rather each simply describes

circumstances in which the fraud claim has some discernable substantive

independence from the contract claim.126 Where that independence is absent, the

doctrine applies.127 The decisive inquiry, therefore, is whether the fraud claim rests

on a duty imposed by law that is separate from the parties’ contractual obligations,

and whether it seeks damages that are qualitatively different from those available for

breach of contract.128

124 Anschutz Corp. v. Brown Robin Cap., LLC, 2020 WL 3096744, at *15 (Del. Ch. June 11, 2020) (emphasis added). 125 Levy Fam. Invs., LLC v. Oars + Alps LLC, 2022 WL 245543, at *8 (Del. Ch. Jan. 27, 2022) (quoting Pilot Air Freight, 2020 WL 5588671, at *26) (cleaned up). 126 See generally ITW Glob. Invs., 2015 WL 3970908, at *6. 127 Id. (quoting Midland Red Oak Realty, Inc. v. Friedman, Billings & Ramsey & Co., 2005 WL 445710, at *3 (Del. Super. Ct. Feb. 23, 2005)) (explaining that the fraud claim must rest on “a violation of an independent duty imposed by law”); see also Pinkert, 2001 WL 641737, at *5; Garber v. Whittaker, 174 A. 34, 37 (Del. Super. Ct. 1934). 128 See ITW Glob. Invs., 2015 WL 3970908, at *6; Garber, 174 A. at 37 (quoting Stock v. City of Bos., 21 N.E. 872, 872 (Mass. 1889)) (“A mere breach of contract cannot be sued on as a tort, but

-32- Here, the AIG- and SLB-based fraud claims are not independent of the breach-

of-contract claims. They arise from the same alleged misstatements, invoke the

same contractual provisions, and seek the same redress for the same asserted harm.129

The duty Plaintiffs allege was breached is entirely contractual.130 The

misrepresentations consist of statements made in the SPA’s representations and

warranties—particularly Sections 3.10, 3.12, and 3.25—and alleged failures to

disclose information that Plaintiffs contend was required under the SPA’s disclosure

regime.131 The Complaint repeatedly grounds the alleged fraud in express

contractual promises and warranties, and in the indemnification framework the

parties agreed would govern breaches of those promises.132

The remedies requested, too, are illuminative. The Complaint doesn’t identify

a single category of damages attributable to the fraud claims that is not also sought

under the breach-of-contract and indemnification counts.133 The alleged harm is the

same in every respect.134 That is a claim for contractual performance, not for an

for tortious acts, independent of the contract, a man may be sued in tort, though one of the consequences is a breach of his contract.”). 129 See Second Am. Compl., at ¶¶ 51–54, 58–59 (discussing AIG); 60–66, 73–83, 114–120 (discussing SLB); 144–149 (discussing indemnification demands tied to those disclosures). Compare id., at ¶¶ 204–208, 209–213 with id. at ¶¶ 218–225. 130 Id., at ¶¶ 10, 14–16. 131 Id., at ¶¶ 218–225. 132 Id. 133 Compare id., at ¶¶ 208, 213 with id., at ¶ 236. 134 Compare id., at ¶¶ 208, 213 with id., at ¶ 236.

-33- independent tort injury. The fraud claims thus seek to enforce the SPA itself. They

do not allege damages such as rescission, rescissory damages, or other relief that

would unwind the transaction or compensate for a harm separate from the

contractual bargain.135 Instead, they seek the benefit of that bargain as Plaintiffs

define it—through indemnification, escrow recovery, and reimbursement

mechanisms expressly provided by the contract.136

The only remedy Plaintiffs identify as unique to their fraud claim is punitive

damages.137 But allowing punitive damages to serve as the sole distinction would

permit Plaintiff to circumvent contractual remedies and limitations simply by

relabeling a breach of contract.138 A viable fraud claim requires qualitatively

different damages—such as rescission or rescissory damages—reflecting a harm

independent of the contractual expectancy. Absent such distinct damages, a fraud

claim impermissibly bootstraps to the breach-of-contract claim and should be

dismissed.139

135 See generally id. 136 Id., at ¶ 236. 137 Id. 138 Firmenich Inc. v. Nat. Flavors, Inc., 2020 WL 1816191, at *6–9 (Del. Super. Ct. Apr. 7, 2020). 139 See e.g., Firmenich Inc., 2020 WL 1816191, at *6–9. In Firmenich, the court reaffirmed that a fraud claim cannot proceed alongside a breach-of-contract claim where the plaintiff fails to plead damages distinct from contract damages. Relying on EZLinks Golf, LLC v. PCMS Datafit, Inc., the court explained that failure to plead separate fraud damages is an independent ground for dismissal and that a request for punitive damages alone does not constitute a separate injury. Id. at *5. By contrast, the court acknowledged that certain of its decisions recognize that rescission or rescissory damages can distinguish fraud damages from contract damages where such relief is

-34- 2. The “Additional Undisclosed Proceedings” aren’t pleaded with the requisite particularity.

The fraud allegations relating to purported “Additional Undisclosed

Proceedings” do not satisfy Rule 9(b). These claims are based primarily on Exhibit

C, which lists various line items under abbreviated headings, including a spreadsheet

referencing “Legal (HR Matters).”140 The Complaint does not allege with

particularity what these matters are, how they constitute proceedings required to be

disclosed under the SPA, or how their omission reflects an actual and intentional

misrepresentation.141

To the extent Plaintiff now asserts that certain entries reflect employee

misclassification or overtime violations, those theories do not appear in the

Complaint and cannot be supplied through briefing.142 Rule 9(b) requires that the

plaintiff “must state with particularity the circumstances constituting fraud”143 that

includes the “time, place, and contents of the false representation, the identity of the

person(s) making the representation, and what he intended to obtain thereby.”144

actually pleaded. Id. at *6–8. But neither are sought here in the Complaint. See generally Second Amend. Compl. 140 See Pls.’ Answer, 16; Second Amend. Compl. Ex. C (Part 2). 141 See generally Second Amend. Compl. 142 Compare Pls.’ Answer, 16 with Second Amend. Compl. 143 Ch. Ct. R. 9(b); see also Cytotheryx, 2024 WL 4503220, at *6; Sam I Aggregator, 2025 WL 2375279, at *5. 144 H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129, 145 (Del. Ch. 2003).

-35- “Essentially, to satisfy that requirement, the plaintiff must allege circumstances

sufficient to fairly apprise the defendant of the basis for the claim.”145 Attaching a

spreadsheet with unexplained entries, without factual context or allegations of any

element of fraud, is insufficient. Accordingly, the fraud claim premised on the

alleged Additional Undisclosed Proceedings is inadequately pleaded and dismissed.

E. COUNT VII STATES A PERMISSIBLE CLAIM FOR FRAUDULENT TRANSFER.

The Court next moves to Count VII. That alleges fraudulent transfer under

6 Del. C. §§ 1304 and 1305.146 Section 1304 imposes liability where a debtor

transfers assets “(1) [w]ith actual intent to hinder, delay or defraud any creditor of

the debtor; or (2) [w]ithout receiving a reasonably equivalent value in exchange for

the transfer or obligation, and the debtor[.]”147 Each of these inquiries turns on

context and surrounding circumstances of the transfer.148

The Complaint alleges that SAC, after receiving SPA proceeds and escrow

releases, caused funds to be distributed to its members in a manner that left the

145 Id.; Trusa v. Nepo, 2017 WL 1379594, at *9 (Del. Ch. Apr. 13, 2017); Online HealthNow, Inc. v. CIP OCL Invs., LLC, 2021 WL 3557857, at *9 (Del. Ch. Aug. 12, 2021); see also Patel v. Sunvest Realty Corp., 2018 WL 4961392, at *3 (Del. Super. Ct. Oct. 15, 2018) (applying the same standard as the Court of Chancery). 146 Defs.’ Op. Br., 43–44; Second Amend. Compl., at ¶¶ 258–68. 147 DEL. CODE ANN. tit. 6, § 1304(a)(1)–(2) (2025). 148 DEL. CODE ANN. tit. 6, § 1304(b) (2025) (considering factors such as “The transfer or obligation was to an insider;” “The transfer or obligation was disclosed or concealed;” “The transfer was of substantially all the debtor’s assets;” and “The debtor was insolvent or became insolvent shortly after the transfer was made or the obligation was incurred”).

-36- Company without sufficient assets to satisfy anticipated indemnification

obligations.149 It further alleges that these distributions were directed by SAC’s

principals with knowledge of those obligations and without any corresponding value

flowing back to the Company.150 Those allegations speak directly to statutory

indicators of fraudulent transfer, including insider transfers, lack of equivalent value,

and insolvency following the transfers.151

The allegations brought in the Complaint are similar to those in CLP

Toxicology, Inc. v. Casla Bio Holdings LLC.152 In both cases, the seller received

transaction proceeds and then caused those proceeds to be distributed to insiders in

a manner that allegedly left the company without sufficient assets to satisfy known

or anticipated post-closing obligations.153 In CLP Toxicology, just as here, the

complaint alleged that the distributions were made with knowledge of those

obligations, without any corresponding value flowing back to the company, and that

the transfers effectively decapitalized the entity.154

Whether WIA’s allegations are ultimately borne out is a question of proof, not

pleading. SAC’s effort to defeat the claim rests largely on factual counterweights—

149 Second Am. Compl, at ¶¶ 264–67; see also Pls.’ Answer, 52–54. 150 Second Am. Compl, at ¶¶ 264–67; see also Pls.’ Answer, 52–54. 151 See DEL. CODE ANN. tit. 6, § 1304(b) (2025). 152 CLP Toxicology I, 2020 WL 3564622. 153 Id. at *7, 21 154 Id.

-37- most notably, the existence of escrowed funds and insurance coverage—that require

assumptions about asset availability, restrictions on use, and the scope of

coverage.155 SAC asks the Court to credit its version of disputed financial and

transactional facts and to reject allegations that, if proven, conceivably establish the

elements of a fraudulent transfer under Delaware law.156 But the Court cannot do

that on 12(b)(6) motion to dismiss.157 The sufficiency of SAC’s remaining assets,

the effect of the distributions on its ability to meet obligations, and the intent

motivating those transfers are matters that depend on discovery and, if necessary,

factfinding.

F. DELAWARE DOESN’T ALLOW CLAIMS AGAINST “JOHN DOES.”

“[I]t is well-settled Delaware law that fictitious name practice is not

permitted.”158 And because “there is no statute or rule specifically authorizing

[such]” and thus, “[f]iling a claim against ‘John Doe’ has no legal effect in this

State.”159 Defendants correctly argue that claims asserted here against unnamed

155 See Defs.’ Reply, 25–26. 156 Defs.’ Reply, 25–26. 157 Cent. Mortg. Co., 27 A.3d at 536 (“Indeed, it may, as a factual matter, ultimately prove impossible for the plaintiff to prove his claims at a later stage of a proceeding, but that is not the test to survive a motion to dismiss.”). 158 Haskins v. Kay, 2007 WL 4662114, at *5 (Del. Super. Ct. Sept. 27, 2007) (citing Hutchinson v. Fish Engineering Corp., 153 A.2d 594, 595 (Del. Ch. 1959), app. dismissed, 162 A.2d 722 (Del. 1960); Dayton v. Collison, 2018 WL 565304, at *2 (Del. Super. Jan. 24, 2018); Crawford v. Syngenta Crop Protection, LLC, 2024 WL 2831554, at *13 (Del. Super. Ct. May 31, 2024). 159 Haskins, 2007 WL 4662114, at *5; Dayton, 2018 WL 565304, at *2; Crawford, 2024 WL 2831554, at *13.

-38- defendants are not cognizable and must be dismissed.160 Delaware’s prohibition

on fictitious name practice reflects a settled rule, not a discretionary procedural

preference.161

WIA nonetheless asserts that the Court’s prior Order permitting the temporary

use of “John Doe” designations overrides this established precedent.162 It doesn’t.

A court’s preliminary or case-management order allowing placeholder

designations cannot abrogate binding Delaware law or confer legal effect on claims

that the law expressly forbids. To hold otherwise would permit routine procedural

orders to supersede substantive legal constraints. Accordingly, because Delaware

law unambiguously bars fictitious name practice and affords no legal effect to claims

asserted against unnamed defendants, the “John Does” are dismissed as defendants.

G. MR. THOMSON WASN’T A “SEPARATE PERSON” FROM SAC—WIA HAS FAILED TO STATE CLAIMS FOR AIDING AND ABETTING (COUNT VIII) AND CIVIL CONSPIRACY (COUNT IX) AGAINST MR. THOMSON.

SAC seeks dismissal of WIA’s aiding and abetting and civil conspiracy claims

against Mr. Thomson.163 SAC argues that because Mr. Thomson signed the SPA in

his capacity as manager of SAC, only one party—SAC itself—was involved in the

160 Defs.’ Op. Br., 46. 161 Crawford, 2024 WL 2831554, at *13. 162 Pls.’ Answer, 57. 163 Defs.’ Op. Br., 44–46.

-39- alleged scheme, making aiding and abetting legally impossible.164 WIA, however,

responds that the general rule is inapplicable because Mr. Thomson acted out of

personal motives rather than solely as SAC’s agent.165

To state a claim for aiding and abetting, a plaintiff must allege: (i) underlying

tortious conduct, (ii) knowledge, and (iii) substantial assistance. 166 Ordinarily, the

“intra-corporate conspiracy doctrine” bars such claims,167 as

[i]t is basic in the law of conspiracy that you must have two persons or entities to have a conspiracy. A corporation cannot conspire with itself any more than a private individual can, and it is the general rule that the acts of the agent are the acts of the corporation. Accordingly, it is entirely sensible that, as a general rule, agents of a corporation cannot conspire with one another or aid and abet each other’s torts. The only instance where this general rule will not apply is when a corporate officer steps out of her corporate role and acts pursuant to personal motives.168

Here, WIA fails to plead facts sufficient to bring Mr. Thomson’s conduct

within the narrow personal motivation exception to the intra-corporate conspiracy

doctrine.169 Although the Complaint characterizes Mr. Thomson’s conduct as

164 Defs.’ Op. Br., 45 (relying on RGIS Int’l Transition Holdco, LLC v. Retail Servs. Wis Corp., 2024 WL 568515, at *6 (Del. Super. Ct. Feb 13, 2024); Anshutz Corp., 2020 WL 3096744, at *17. 165 Pls.’ Answer, 55; Second Amend. Compl., at ¶¶ 269–280. 166 RGIS Int’l Transition Holdco, 2024 WL 568515, at *5 (quoting Great Hill Equity Pr’s, 2014 WL 6703980, at *23). 167 See Urvan v. AMMO, Inc., 2024 WL 863688, at *17 (Del. Ch. Feb. 27, 2024); Anshutz Corp., 2020 WL 3096744, at *17. 168 Anshutz Corp., 2020 WL 3096744, at *17. 169 Second Amend. Compl., at ¶ 131; RGIS Int’l Transition Holdco, 2024 WL 568515, at *5–6 ; see generally Anschutz Corp., 2020 WL 3096744, at *17.

-40- fraudulent, the well-pleaded allegations establish that all relevant actions were

undertaken in his capacity as SAC’s manager, not as an individual pursuing interests

independent of the Company.170

WIA alleges that Mr. Thomson participated in negotiations of the SPA,

executed the agreement on behalf of the Seller Parties, and later authorized the

distribution of sale proceeds.171 These acts are quintessentially managerial. Each

alleged act occurred squarely within the scope of Mr. Thomson’s authority in

furtherance of SAC’s business objectives—namely, consummating the sale

transaction and distributing proceeds to its members.

And critically, the only personal motivation alleged by WIA is Mr. Thomson’s

receipt of monetary benefits resulting from the transaction and subsequent

distributions. Such allegations are insufficient as a matter of law.172 Financial gain

that flows from one’s status as an officer and equity holder—including

compensation or sale proceeds—does not alone constitute a personal motive

independent of the corporation.173 Were it otherwise, the exception would likely

170 See generally Second Amend. Compl. 171 Second Amend. Compl., at ¶ 131. 172 See generally Amaysing Techs. Corp. v. Cyberair Commc’ns, Inc., 2005 WL 578972, at *8 (Del. Ch. Mar. 3, 2005); RGIS Int’l Transition Holdco, 2024 WL 568515, at *5-6; Driven Intermediate Holdings, Inc. v. Jimenez, 2025 WL 2631622, at *5-6 (Del. Super. Ct. Aug. 28, 2025). 173 For example, in Driven Intermediate Holdings, the Superior Court found the personal- motivation exception inapplicable even where the director obtained the highest total cash proceeds in a sale of a company. 2025 WL 2631622, at *5. There, the Court stated that “proceeds from the sale of the Target Company are not independent of the Defendants’ employment. Indeed, if the

-41- swallow the rule—most every corporate transaction confers some “personal” benefit

on those who own or manage the company.

Because WIA has not conceivably alleged that Mr. Thomson acted outside his

corporate role or pursuant to interests independent of SAC, the intra-corporate

conspiracy doctrine applies. Resultingly, WIA cannot establish the requisite

multiplicity of actors necessary to support claims for aiding and abetting or civil

conspiracy. Thus, WIA has failed to state claims for aiding and abetting (Count

VIII) and civil conspiracy (Count IX) against Mr. Thomson; they must be dismissed.

H. THE REMEDIES ARE GOVERNED BY CONTRACT, SO DISMISSAL OF THE UNJUST ENRICHMENT (COUNT VI) CLAIM IS APPROPRIATE.

WIA alleges that SAC received funds released from the escrow accounts and

wrongfully distributed those proceeds to its members—including Mr. Thomas.174

WIA asserts that by doing so, SAC rendered itself unable to satisfy its

indemnification obligations under the SPA, in violation of 6 Del. C. § 18-607, and

Mr. Thomas received an unjust benefit.175

“In order to recover on a claim of unjust enrichment, a plaintiff must prove:

(1) an enrichment; (2) an impoverishment; (3) a relationship between the enrichment

Defendants were not officers of the Target Company at the time of the sale, they would not have received such proceeds.” Id. (citing RGIS Int’l Transition Holdco, 2024 WL 568515, at *6). 174 Second Amend. Compl., at ¶¶ 237–57; DEL. CODE ANN. tit. 6, § 18–607 (2025) (discussing limitations on distribution of an LLC). 175 Second Amend. Compl., at ¶¶ 237–57; DEL. CODE ANN. tit. 6, § 18–607 (2025).

-42- and impoverishment; (4) the absence of justification; and (5) the absence of a remedy

provided by law.”176 An unjust enrichment claim pled in the context of a contract

may survive a motion to dismiss where the “factual basis for the unjust enrichment

claim [is] independent of the allegations supporting the breach of contract claim.”177

At the pleading stage, the plaintiff need not prove its entitlement to recovery; instead,

the plaintiff must show only that it is reasonably conceivable that it could recover

under an unjust enrichment theory.178

It is fundamental in Delaware law that “[w]here ‘a contract already

comprehensively governs the relevant relationship between the parties,’ the contract

‘alone must provide the measure of the plaintiff’s rights and any claim of unjust

enrichment will be denied.’”179 Nowhere in the Complaint do Plaintiffs allege that

the SPA is invalid, unenforceable, or uncertain.180 To the contrary, Plaintiffs’ unjust

enrichment claim is expressly premised on SAC’s alleged failure to satisfy its

indemnification obligations under the SPA.181 The alleged claim directly arises from

176 CLP Toxicology, Inc. v. Casla Bio Holdings LLC, 2021 WL 2588905, at *14 (Del. Ch. June 14, 2021) (“CLP Toxicology II”); Nemec v. Shrader, 991 A.2d 1120, 1130 (Del. 2010). 177 Capano v. Ecofibre Ltd., 2025 WL 419494, at *1 (Del. Ch. Feb. 5, 2025); see CLP Toxicology II, 2021 WL 2588905, at *15. 178 CLP Toxicology II, 2021 WL 2588905, at *15. 179 PR Acquisitions, LLC v. Midland Funding LLC, 2018 WL 2041521, at *14 (Del. Ch. Apr. 30, 2018) (cleaned up). 180 See generally Second Amend. Compl. 181 Compare id., at ¶¶ 281–287 with id., at ¶¶ 204–13.

-43- the parties’ contractual relationship and from the rights and obligations the SPA

establishes.182 In short, the SPA governs the parties’ contractual rights and remedies.

WIA has therefore stated an impermissible claim for unjust enrichment.

VI. CONCLUSION

First and foremost, for the reasons explained, the charging of Paul Thomson

with Aiding and Abetting (Count VIII) and Civil Conspiracy (Count IX) and the

naming of “John Does” fail, so they are dismissed as defendants from this action.

Counts I and II of the Complaint adequately allege breaches of the SPA’s

representations, warranties, and indemnification provisions. Plaintiffs request for a

declaratory judgment that SAC is obligated under the SPA to indemnify them for

covered losses (Count III) and separate claim of a breach of a duty to defend and

indemnify (Count V), however, are unnecessarily duplicative of those first two

counts.

Count IV—in which Plaintiffs allege fraud, insisting that Defendants

knowingly misrepresented or concealed material facts in the SPA with the intent that

Plaintiffs rely on those representations when entering the transaction and authorizing

the release of escrow funds—either impermissibly duplicates the contract claims or

just isn’t pleaded with the particularity Delaware law requires. But the fraudulent

transfer claim (Count VII) contending that Defendants distributed substantially all

182 Id. at ¶¶ 281–287.

-44- of the Company’s assets to insiders while insolvent or with actual intent to hinder,

delay, or defraud Plaintiffs as creditors is reasonably conceivable.

Count VI alleging unjust enrichment has no footing as no one suggests that

the parties’ contract does not govern each issue raised.

For these reasons, Defendants’ motion to dismiss is DENIED as to Counts I,

II, and VII. It is GRANTED as to Counts III, IV, V, VI, VIII, IX, and any allegation

asserting liability of a “John Doe.”

IT IS SO ORDERED.

/s/ Paul R. Wallace _______________________ Paul R. Wallace, Judge*

___________________________ * Sitting by designation of the Chief Justice pursuant to In re Designation of Actions Filed Pursuant to 8 Del. C. § 111 (Del. May 30, 2025) (FIFTH AMENDED ORDER).

-45-