Workman v. Astronaut TOPCO, L.P.

• Court: Superior Court of Delaware
• Decided: September 2, 2025
• Docket: N25C-01-370 KMV
• Status: Published

Opinion

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

TYRONE S. WORKMAN, ) ) Plaintiff, ) ) v. ) C.A. No. N25C-01-370 KMV ) ASTRONAUT TOPCO, L.P.; ASTRONAUT ) INVESTMENT, GP, L.L.C.; ASTRONAUT ) INVESTMENT L.P.; ASTRONAUT ) GUARANTOR GP, L.L.C.; ASTRONAUT ) GUARANTOR, L.P.; ILC ASTROSPACE, ) LLC; ASTRONAUT HOLDCO II, INC.; ) ASTRONAUT PARENT, INC.; NEW ILC ) DOVER, INC.; ILC DOVER 1, LLC; ILC ) DOVER 2, LLC; and ILC DOVER LP, ) ) Defendants. )

MEMORANDUM OPINION

Submitted: May 2, 2025 Decided: September 2, 2025

Tyrone S. Workman, Newark, DE; Pro Se Plaintiff.

Geoffrey G. Grivner, Kody M. Sparks, BUCHANON INGERSOLL & ROONEY PC, Wilmington, DE; Gavin J. Rooney, LOWENSTEIN SANDLER LLP, New York, NY; Counsel for Defendants.

VAVALA, J. A company, known for making spacesuits used by astronauts, hired an

attorney to facilitate the company’s sale to a prospective buyer. The company

offered a one-time cash transaction bonus to the attorney as part of a non-disclosure

agreement. Dissatisfied with the bonus offered, the attorney negotiated with the

company for different terms. Negotiations reached an impasse, but the attorney

continued working on the sale. In time, the attorney discovered he would not receive

the bonus. Just before the sale’s closing, he resigned to sue the company and its

affiliates, anticipating their dispersal, and pursued various contractual claims.

The company moved to dismiss. The attorney’s claims for legal fraud,

implied contract, repudiation, and breach of the implied covenant of good faith and

fair dealing all lack merit. His claim for equitable fraud is barred by lack of

jurisdiction and claim preclusion. Thus, those five claims must be dismissed. But

at this early juncture, the Court finds the attorney’s claim for promissory estoppel

may proceed.

I. BACKGROUND

In October 2019, Tyrone S. Workman (“Plaintiff”) started working as a

corporate attorney for ILC Dover LP (the “Company”).1 The Company is an

engineering and manufacturing company that specializes in high-performance

1 Because the motion to dismiss is sought collectively, the “Company” refers to, and this decision addresses, all defendants. These facts are taken from the complaint. Docket Item [“D.I.”] 1 [“Compl.”]. 2 flexible materials, serving the aerospace, personal protection, pharmaceutical, and

biopharmaceutical industries.2 During his employment, Plaintiff reported to Patrick

Weinberg, the Company’s chief financial officer (“CFO”).3 Although not officially

appointed as general counsel, Plaintiff’s role and responsibilities quickly expanded

beyond their original scope, effectively making him the de facto general counsel for

the Company.4

A. The Bonus and Project Orion

In April 2023, the Company initiated negotiations for its sale to a prospective

buyer.5 As the sole in-house counsel, Plaintiff was recruited to undertake the

essential and “extraordinary” legal work required during the initial sale attempt,

called “Project Orion.”6 A month later, the Company sent Plaintiff a non-disclosure

agreement, offering a “one-time cash Transaction Bonus in the amount of $20,000”

(the “Bonus”) once the sale closed and contingent upon him signing it (the “NDA”).7

The NDA specified if Plaintiff’s employment with the Company ended for

any reason before the transaction closed, or if the transaction was not completed by

2 Compl. ¶ 8. 3 Id. ¶¶ 3, 11. 4 Id. ¶ 8. 5 Id. ¶ 10. 6 Id. 7 Id. ¶¶ 10–16; id. Ex. A [“NDA”] § 1. 3 May 26, 2024, he would forfeit the Bonus.8 It also clarified that nothing in the

agreement guaranteed continued employment, and the Company could terminate

Plaintiff at any time.9

Plaintiff thought the Bonus inadequate, so in June 2023 he wrote to CFO and

Kelly Lawry, the Company’s chief human resources officer (“CHRO”), seeking

more staff for the legal department, a title change from Corporate Attorney to

General Counsel, and a raise of his base salary and other compensation (the

“Memo”).10 The Memo outlined that Plaintiff’s supplemental compensation should

match the formula the Company used for a prior sale of $3.15 million where he

received $7,500—equating to .00238%of the sale.11 Plaintiff believed two prior

payouts for his work on sale transactions set a precedent, so he anticipated

compensation like other professionals and senior leadership with equity agreements

who received substantial supplemental compensation for a company sale.12

In response to the Memo, CFO met with Plaintiff at a restaurant in Bear,

Delaware in August 2023 (the “First Meeting”).13 CFO allegedly acknowledged and

agreed to Plaintiff’s objections and represented he would raise such issues with the

8 NDA § 1. 9 Id. § 1. 10 Compl. ¶¶ 17–20; id. Ex. B [“Memo”]. 11 Compl. ¶ 17. 12 Id. 13 Id. ¶¶ 17–20. 4 Company’s board.14 But before the dispute was resolved, the first sale attempt was

abandoned.15

In February 2024, the Company began negotiating its sale to a new buyer,

Ingersoll Rand, Inc.16 Plaintiff was again recruited to support the second sale

attempt.17 Relying on “the implied contract established by the Letter NDA” and

CFO’s representations at the First Meeting, Plaintiff “immediately began to perform

in good faith as an at-will employee otherwise subject to termination for any reason,

at any time.”18

In March 2024, CHRO sent Plaintiff a “recycled, unmodified” NDA, which

he again refused to sign.19 CHRO allegedly pressured Plaintiff to sign immediately,

as the asset purchase agreement required a schedule of individuals receiving bonus

compensation to be disclosed to the buyer.20 CHRO allegedly used time constraints

and intimidation, threatening that Plaintiff would forfeit the Bonus if he did not

promptly sign the NDA.21 Aside from a change in consummation date, there were

14 Id. 15 Id.¶ 15. 16 Id.¶ 21; D.I. 15 [“MTD”] at 4–5. 17 Compl. ¶ 22. 18 Id. 19 Id. ¶¶ 23, 25–26. 20 Id. ¶ 23. 21 Id. 5 no revisions to the NDA supporting CFO’s representations to Plaintiff at the First

Meeting.22

Plaintiff emailed CFO reminding him of such representations.23 That same

day, on a virtual Teams meeting, CFO allegedly (1) dodged the prior representations

made, (2) denied any employee was receiving a retention bonus, (3) affirmed the

Bonus was for additional work, and (4) stated Plaintiff needed to sign the NDA to

receive it.24 Less than two weeks later, the Company announced its sale to Ingersoll

Rand for $2.325 billion (the “Sale”).25

During a routine meeting with CFO in April, Plaintiff discovered he was not

listed for a bonus, which he interpreted as a repudiation of an implied contract.26

CFO reiterated that Plaintiff would only appear on any bonus schedule if he signed

the NDA, and confirmed that no employee had a retention agreement. 27 Plaintiff

ultimately resigned on April 19, 2024, citing the Company’s bad faith and intending

to preserve his claims.28

B. Procedural History

22 Id. ¶ 24. 23 Compl. ¶ 26. 24 Id. 25 Id. ¶ 3. 26 Id. ¶ 28. 27 Id. ¶ 27. 28 Id. ¶ 30. 6 In June 2024, Plaintiff sued the Company in the Court of Chancery seeking

over $22 million in damages ($5,533,500 in compensatory damages and

$16,600,500 in punitive damages).29 The Court of Chancery dismissed the case

without prejudice—except the equitable fraud claim—for lack of subject matter

jurisdiction, as the claims were legal, not equitable, and allowed transfer to the

Superior Court.30

On January 27, 2025, Plaintiff brought this action against the Company

alleging six counts: (I) fraud; (II) equitable fraud; (III) promissory estoppel; (IV)

implied contract; (V) repudiation; and (VI) breach of the implied covenant of good

faith and fair dealing (the “Complaint”).31 The Company then moved for dismissal

for failure to state a claim (the “Motion”).32 Once briefing was completed, the Court

held a hearing to address the Motion, after which it took this matter under

advisement.33

II. DISCUSSION

The Company seeks dismissal for failure to state a claim under Rule 12(b)(6)

29 Workman v. Astronaut Topco, L.P., 2024 WL 4524110, at *2 (Del. Ch.), adopted, 2024 WL 4719911 (Del. Ch. Nov. 7, 2024). 30 Id. at *3 (the equitable fraud claim was dismissed with prejudice because the court found no special relationship between the parties). 31 See generally Compl. 32 See generally MTD. 33 D.I. 16–18. Workman submitted a letter as a “postscript summation” to the Hearing. D.I. 19–20. 7 of the Superior Court Rules of Civil Procedure (“Rules”). At this stage, the Court

must view a plaintiff’s complaint in the light most favorable to him, accept all well-

pleaded allegations in the complaint as true, and draw all reasonable inferences that

logically flow from those allegations.34

The pleading threshold to survive a motion to dismiss is low—even vague

allegations or those lacking in detail may still be well-pled, so long as they put the

opposing party on notice of the claim.35 But even under this liberal pleading test,

the Court may dismiss an action when “the case cannot succeed on any reasonably

conceivable set of circumstances susceptible to proof.”36 That is, a complaint must

still provide the Court with enough facts to conduct a meaningful consideration of

the merits.37 In this context, the Court need not “accept as true conclusory assertions

unsupported by specific factual allegations.”38 Nor is it required to draw

34 Windsor I, LLC v. CWCap. Asset Mgmt. LLC, 238 A.3d 863, 871 (Del. 2020) (citing Deuley v. DynCorp Int’l, Inc., 8 A.3d 1156, 1160 (Del. 2010)); Doe v. Cahill, 884 A.2d 451, 458 (Del. 2005). 35 Doe, 884 A.2d at 458 (first citing Ramunno v. Crawley, 705 A.2d 1029,1034 (Del. 1988); and then citing VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 611 (Del. 2003)). 36 Cousins v. Goodier, 283 A.3d 1140, 1147 (Del. 2022) (citing Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 538 (Del. 2011)); Cooper v. Cadia Pike Creek, 2021 WL 409156, at *1 (Del. Super. Feb. 4, 2021). 37 Harrison v. Hodgson Vocational Tech. High Sch., 2007 WL 3112479, at *2 (Del. Super. Oct. 3, 2007). 38 Ramunno, 705 A.2d at 1034; see also Majkowksi v. Am. Imaging Mgmt. Servs., LLC, 913 A.2d 572, 581 (Del. Ch. 2006). 8 “unreasonable inferences in the plaintiff’s favor”39 or “accept every strained

interpretation of the allegations proposed” by the plaintiff.40

A. Legal Fraud

The Company argues Plaintiff’s fraud claim must be dismissed because the

Complaint does not allege a false representation as required by Rule 9(b). Plaintiff

contends his Complaint sufficiently pled that the Company’s conduct at and after the

First Meeting, along with the “recycled, unmodified” NDA, constitutes fraud. The

Court finds the allegations in the Complaint regarding fraud fail to meet the

specificity requirements of Rule 9(b).

“[P]leading standards for fraud claims are heightened.”41 A fraud plaintiff

must plead facts showing

(1) a false representation made by the defendant; (2) the defendant knew or believed the representation was false or was recklessly indifferent to its truth; (3) the defendant intended to induce the plaintiff to act or refrain from acting; (4) the plaintiff acted or refrained from acting in justifiable reliance on the representation; and (5) damage resulted from such reliance.42

39 Windsor, 238 A.3d at 871 (citing Deuley, 8 A.3d at 1160). 40 Malipede v. Townson, 780 A.2d 1075, 1083 (Del. 2001); Cooper, 2021 WL 409156, at *1. 41 Valley Joist BD Hldgs., LLC v. EBSCO Indus., Inc., 269 A.3d 984, 988 (Del. 2021). 42 Liborio III, L.P. v. Artesion Water Co., 306 A.3d 529 (Del. 2023) (TABLE) (quoting Valley Joist, 269 A.3d at 988). 9 These allegations must be stated with particularity.43 This means the plaintiff must

specify the time, place, and content of the false representations, the facts that were

misrepresented, the identity of the person(s) making the misrepresentation, and what

they gained from it.44

In Valley Joist BD Holdings, LLC v. EBSCO Industries, Inc., our Supreme

Court reversed the dismissal of a fraud claim where the complaint alleged facts from

which it could reasonably be inferred that the misrepresentation was knowable and

the defendant was in a position to know it.45 There, the plaintiff alleged the

defendant, through a written agreement, made a fraudulent misrepresentation by

stating certain assets were in good operating condition. The complaint included

allegations that the defendant informed the plaintiff about the defective assets before

the sale and knew that repairing the defects would cost millions. The Court found

such allegations sufficient to allege knowledge and survive a motion to dismiss.

In Liborio III, L.P. v. Artesian Water Co., our Supreme Court affirmed the

trial court’s dismissal of a fraud claim where the plaintiff failed to plead facts with

particularity.46 There, the plaintiff’s “failure to read and know the terms of its own

43 Super. Ct. Civ. R. 9(b) (“In all averments of fraud, . . . the circumstances constituting fraud . . . shall be stated with particularity. Malice, intent, knowledge and other condition of mind of a person may be averred generally.”). 44 Liborio, 306 A.3d 529 (quoting Valley Joist, 269 A.3d at 988). 45 Valley Joist, 269 A.3d at 989–90. 46 Liborio, 306 A.3d 529. 10 written contracts and relevant regulations clearly and expressly referenced in those

contracts doom[ed] its claim.”47 The Court found the plaintiff could not claim

justifiable reliance on any alleged misrepresentation by the defendant because the

relevant regulation was plainly referenced in the contract, and the plaintiff had the

opportunity to review it.

Here, the Company argues CFO’s acknowledgment of Plaintiff’s objection

to the Bonus and CFO’s offer to raise the issue with the Board are not statements of

fact that can be deemed true or false. Building on this, the Company contends the

Complaint does not allege CFO promised any bonus—only that he agreed to raise

the issue with his superiors—which does not constitute a false statement. The

Company also asserts there was no duty to disclose, as there was no special

relationship between the parties that would create such a duty.48

Like Valley Joist, the Complaint alleges CFO knew, yet refused to inform the

Board, about Plaintiff’s demands. But that is where the similarities end. Plaintiff

seems to argue that CFO’s misrepresentations—agreeing that the NDA was an

improper tool to issue the Bonus, acknowledging $20,000 was not commensurate

with Plaintiff’s performance, and promising to bring Plaintiff’s objections to the

Board—constitute fraudulent misrepresentations. He is incorrect. And, unlike

47 Id. (quoting Valley Joist, 269 A.3d at 988) (citation omitted). 48 D.I. 15 at 6–7. 11 Liborio and Valley Joist, the alleged misrepresentations by CFO are not plainly

referenced in a written agreement. Finally, the Complaint fails to allege how CFO

fraudulently induced Plaintiff to enter any agreement or a duty to disclose. Because

the Complaint fails to allege multiple elements of a fraud claim, the analysis ends

here. Accordingly, Count I is dismissed.

B. Equitable Fraud

The Company argues Plaintiff’s equitable fraud claim must also be dismissed.

The Court agrees. First, an equitable fraud claim, even “if adequately pled, can be

adjudicated only in a court of equity.”49 The Superior Court only provides legal, not

equitable, relief; accordingly, the Court lacks subject matter jurisdiction over this

claim. Second, the Court of Chancery already dismissed this claim with prejudice

because it found no special relationship between the parties.50 So it is barred by

claim preclusion.51 Finally, Plaintiff failed to raise this issue outside the recycled

Complaint, and “[i]ssues not briefed are deemed waived.”52 Accordingly, Count II

49 Workman, 2024 WL 4524110, at *2 (cleaned up). 50 Id. at *2 (cleaned up). 51 It is settled that “res judicata bars a court or administrative agency from reconsidering conclusions of law previously adjudicated while collateral estoppel bars relitigation of issues of fact previously adjudicated. Both doctrines require a final determination.” Sanders v. Turner, 326 A.3d 348, (Del. July 22, 2024) (citing Betts v. Townsends, Inc., 765 A.2d 531, 534–35 (Del. 2000). Because Count II was previously adjudicated by the Court of Chancery, it is precluded. 52 Emerald P’rs v. Berlin, 765 A.2d 1215, 1224 (Del. 1999) (first citing Murphy v. State, 632 A.2d 1150, 1152 (Del. 1993); and then citing Loudon v. Archer-Daniels-Midland Co., 700 A.2d 135, 140 n.3 (Del. 1997)). 12 is dismissed.

C. Promissory Estoppel

The Company argues the promissory estoppel claim should be dismissed due

to lack of a promise and injury and because Plaintiff’s reliance was objectively

unreasonable. Plaintiff challenges that interpretation of the facts and law, insisting

the NDA reflects the Company’s expressed intent and reasonable expectation that it

would induce him to perform “additional professional services.”53 That may be.

A promissory estoppel claim requires clear and convincing evidence that (1)

a promise was made, (2) it was the reasonable expectation of the promisor to induce

action or forbearance on the part of the promisee, (3) the promisee reasonably relied

on the promise and took action to his detriment, and (4) such promise is binding

because injustice can be avoided only by enforcement of the promise.54 In short, this

doctrine aims to prevent injustice—either by acting as a wholesale substitute for

consideration—or by providing relief to one who has a reasonable expectancy a

promise will be fulfilled and is injured in reliance upon it.55 Still, the doctrine is

53 MTD Opp’n at 30. 54 Windsor, 238 A.3d at 876 (quoting SIGA Techs., Inc. v. PharmAthene, Inc., 67 A.3d 330, 647–48 (Del. 2013)); Straine DM Hldgs. LLC v. Breault, 2025 WL 275408, at *9 (Del. Super. Jan. 22, 2025) (citing Lord v. Souder, 748 A.2d 393, 399 (Del. 2000)). 55 Riverside Risk Advisors LLC v. Chao, 2022 WL 14672745, at *31–32 (Del. Ch. Oct. 26, 2022) (quoting Chrysler Corp. (Delaware) v. Chaplake Hldgs., Ltd., 822 A.2d 1024, 1034 (Del. 2003)), aff’d, 303 A.3d 51 (Del. 2023). 13 narrow.56 A promissory estoppel claim “requires a real promise, not just mere

expressions of expectation, opinion or assumption.”57 In other words, such a promise

must be reasonably definite and certain.”58 Determining a party’s intent to be bound

by a promise is an objective inquiry that focuses on the overt manifestation of assent,

not subjective intent.59 For a court to conclude that the parties intended to be

bound—and enforce the agreement as a binding contract—all essential terms must

be agreed upon60

Here, the key inquiries are if it is reasonably conceivable, based on the facts

alleged in the Complaint, that (1) the Company promised to give Plaintiff the Bonus;

(2) the Company reasonably could have expected that such promise would induce

Plaintiff to act, or not, in reliance on that promise; (3) Plaintiff reasonably relied on

the promise to his detriment; and (4) injustice can be avoided only by enforcement

56 Alltrista Plastics, LLC v. Rockline Indus., Inc., 2013 WL 5210255, at *9 (Del. Super. Sept. 4, 2013) (first citing Lord, 748 A.2d at 404–05; and then citing Ramone v. Lang, 2006 WL 905347, at *14 (Del. Ch. Apr. 3, 2006)). 57 Hyetts Corner, LLC v. New Castle Cty., 2021 WL 4166703, at *8 (Del. Ch. Sept. 14, 2021) (cleaned up); Straine, 2025 WL 275408, at *9 (quoting James Cable, LLC v. Millennium Digit. Media Sys., L.L.C., 2009 WL 1638634, at *5 (Del. Ch. June 11, 2009)). A “promise” is the “manifestation of an intention to act or refrain from acting in a specified manner, conveyed in such a way that another is justified in understanding that a commitment has been made; a person’s assurance that the person will or will not do something.” Promise, Black’s Law Dictionary (12th ed. 2024). 58 Id. 59 Eagle Force Hldgs, LLC v. Campbell, 187 A.3d 1209, 1229 (Del. 2018). 60 Id. 14 of that promise. The first factor is hotly contested.

The Company relies on the Court of Chancery’s holding in Hyetts Corner,

LLC v. New Castle County to support its contention that no promise was made.61 In

Hyetts, a dispute arose over landscaping and maintaining open space in a new

housing development. The land developer claimed the county, through its

representative, made a promise to provide a completion agreement related to the

developer’s ongoing permit issues with its land.62

After reviewing the emails at issue, the court found the county did not

manifest an intent to be bound. The statement, “I plan to have the Completion

Agreement done tomorrow, after which I will review it with Public Works and

forward to you for execution next week,” constituted mere speculation, not finalized

terms.63 In a subsequent email, the county’s apologetic statement, “I promised you

that I would have the agreement ready for the developer to execute this week[,]”64

does not change how a reasonable person would have viewed the county’s original

message. Nor would the statement, “If I were to craft a new Completion Agreement,

61 2021 WL 4166703, at *8–9. 62 Hyetts, at *9 (quoting Port Penn Hunting Lodge Assoc. v. Meyer, 2019 WL 2077600, at *9 (Del. Ch. May 9, 2019)) (noting the developer’s promissory estoppel claim was unavailable against the county because Delaware has generally foreclosed such claims against government entities, except in limited circumstances like employment). 63 Id. at *4, *7. 64 Id. 15 it would have to be something generic along the lines of . . . .”65 These were

speculative terms for a potential agreement, not an offer, as a reasonable negotiator

in the developer’s position could not have believed the email concluded the

negotiations.

The court found the language conditional and could not be reasonably

interpreted as a commitment by the county to enter into an agreement on those terms.

Instead, the emails were seen as part of a negotiation or an expression of the county’s

bargaining position.66 The emails did not include a clear and definite promise to

finalize an agreement by a specific date because it simply stated expectations,

contingent on third-party approval.67 An offer conditioned on yet-unreceived

approval from a third party is not sufficiently definite and certain to state a claim for

promissory estoppel.68 Because the emails were advancing the parties’ negotiations,

not resolving all essential terms, the Court deemed they lacked the definiteness and

certainty required to constitute a real promise for a promissory estoppel claim. 69

In Apennine Acquisition Co. v. Quill, the Court of Chancery examined

65 Id. (emphasis removed). 66 Id. at *9 (citing James Cable, LLC v. Millennium Digit. Media Sys., L.L.C., 2009 WL 1638634, at *5 (Del. Ch. June 11, 2009)). 67 Hyetts, 2021 WL 4166703, at *9. 68 Id. 69 Id. 16 whether musings in an email could establish an enforceable contract.70 There, the

parties aimed to form a joint venture, and the defendant emailed the plaintiff stating,

“Here is how I see the deal/paper working out[,]” and inviting questions or

concerns.71 After receiving no response for over a month, he followed up with,

“Are we good to proceed to document here?”72 The court found the email reflected

uncertainty about the specific terms of their relationship and the joint venture.73

Instead of confirming definite terms, the email expressed the defendant’s perspective

on how the relationship might work. The follow-up email was also unresolved,

leading the court to find a reasonable negotiator would not believe the negotiations

had concluded.74

In Straine DM Holdings LLC v. Breault, this Court allowed a promissory

estoppel claim to survive dismissal.75 The dispute there involved a long-term

business relationship between the defendant, a dental consulting firm, and the

plaintiff, a practicing dentist. The dentist began working with the firm and later

became involved in the firm’s operational transition. The dentist served as the firm’s

70 2023 WL 3139934, at *5–6 (Del. Ch.), aff’d, 2023 WL 3479574 (Del. Ch. May 12, 2023). 71 Apennine, 2023 WL 3139934, at *5. 72 Id. 73 Id. at *6. 74 Id. 75 2025 WL 275408, at *9 (Del. Super. Jan. 22, 2025). 17 chief clinical officer (“CCO”) based on promises from the firm’s chief executive

officer (“CEO”) that he would formally join the firm as CCO once certain

acquisitions were completed.

The dentist alleged the CEO made specific promises regarding his

compensation and benefits, including a significant financial return on his investment.

The firm had issued a letter of intent which included terms for the dentist’s

employment with the firm. But negotiations soured when the firm changed the

transaction structure and removed the CCO position from the transaction documents,

leading the dentist to withdraw from the transaction. The dentist filed counterclaims,

including promissory estoppel, after the firm initiated a breach of contract action

against him.

This Court found the CEO’s promises to the dentist were sufficiently definite

and certain.76 The CEO assured the dentist he would receive formal employment as

CCO upon the initial closing of acquisitions. The firm held the dentist out as its

CCO in presentations to investors, and a draft executive employment agreement was

delivered to him, further evincing the definite nature of these promises. This Court

determined the dentist’s reliance on the promises was reasonable under the

circumstances.77 He had been serving as CCO before the letters of intent, and he

76 Straine, 2025 WL 275408, at *9. 77 Id. at *10. 18 relied on the CEO’s authority as CEO of the firm. This Court noted the lack of legal

counsel during oral communications and the dentist’s assertion that he would not

have engaged with the firm without the CCO promise supported the reasonableness

of his reliance. This Court concluded the plaintiff’s allegations sufficiently

established both a definite and certain promise and reasonable reliance on that

promise.78 Thus, the promissory estoppel claim survived the motion to dismiss.

Here, the Company argues the Complaint fails to allege any promise to pay

Plaintiff a transaction-related bonus—aside, of course, from the “specific offer to

pay Plaintiff $20,000 in exchange for signing the NDA[.]”79 It also contends CFO’s

statements about presenting Plaintiff’s salary-related demands to the Board do not

constitute a promise of payment. In that respect, the Company denies making any

promise, yet admits its intent to pay Plaintiff at least $20,000 for his extra work

associated with the sale. This quandary merits further factual development to

resolve.

Conversely, Plaintiff contends there was a clear and definite promise. He may

be right. Although Plaintiff twice refused to sign the NDA and responded with a

Memo outlining objections and demands, the NDA reflects the Company’s intent to

issue the Bonus. Like Straine, CFO assured Plaintiff he would receive the Bonus

78 Id. at *11. 79 MTD at 13. 19 when the Sale closed. And unlike the emails in Hyetts and Apennine, which were

filled with speculation and uncertainty, the NDA does not merely outline the

Company’s perspective or hinge on third-party approval. Instead, it promises to

finalize an agreement by a specific date, reflecting the Company’s intent to pay

Plaintiff the Bonus upon the Sale, in exchange for him signing the NDA.

Diving deeper, the existence of a promise also turns on whether the Bonus

was discretionary due to Plaintiff’s status as an at-will employee. A person serving

at the pleasure of another is deemed an at-will employee and may be terminated for

any reason or no reason at all.80 The Company argues the Complaint fails to allege

detrimental reliance because Plaintiff continued working, fulfilling a pre-existing

obligation that was neither a benefit nor a detriment.81 It emphasizes Plaintiff’s

status as an at-will employee without a contractual right to a bonus.82 True, a party

cannot use a pre-existing duty as a legal detriment to form a contract,83 but the

concept of legal detriment is more nuanced than the Company suggests.

80 Grimaldi v. New Castle Cty., 2016 WL 4411329, at *3 (Del. Super. Aug. 18, 2016) (citation omitted). 81 James J. Gory Mech. Contr., Inc. v. BPG Residential P’rs V, LLC, 2011 WL 6935279, at *2 (Del. Ch. Dec. 30, 2011) (cleaned up) (“A commitment to honor a pre-existing obligation works neither benefit nor detriment; therefore, a promise to fulfill a pre-existing duty, such as a promise to pay a debt owed, cannot support a binding contract because consideration for the promise is lacking.”). 82 MTD at 8. 83 Cont’l Ins. Co. v. Rutledge & Co., 750 A.2d 1219, 1232 (Del. Ch. 2000). 20 In Tatum v. Fairstead Affordable LLC, the Court of Chancery addressed legal

detriment in an at-will employee’s promissory estoppel claim at the pleading stage.84

There, the defendants argued the plaintiff failed to demonstrate legal detriment,

asserting he was compensated under the employment agreement. The court rejected

this, noting a genuine dispute over whether the employment agreement covered a

specific project. The plaintiff claimed he suffered legal detriment by not negotiating

for a higher salary or bonus and by working on the project based on the defendant’s

promise. As an at-will employee, he could have left at any time but chose to stay

and fulfill his duties.85 The court found these allegations sufficient to meet the

requirement to pleading injury, even when framed as legal detriment.86

In the employment context, “bonuses” are “paid for services or on

consideration in addition to or in excess of the compensation that would ordinarily

be given.”87 Employers offer bonuses and other incentive compensation to motivate

employees.88 Whether these bonuses are a right or discretionary depends on the

relevant agreement and any binding promises or policies from the employer. Key

factors include (1) whether the bonus is explicitly stated as discretionary; (2) whether

84 Tatum v. Fairstead Affordable LLC, 2023 WL 8868060, at *6 (Del. Ch. Dec. 22, 2023). 85 Tatum, 2023 WL 8868060, at *7. 86 Id. 87 Bonus, Black’s Law Dictionary (12th ed. 2024). 88 Restatement of Employment Law: Bonuses and Other Incentive Compensation § 3.02 cmt. c (2015). 21 the criteria for receiving it are based on objective measures, like tenure or sales

targets, rather than subjective assessments; and (3) the parties’ course of dealing.89

Likewise, employers sometimes provide bonuses not primarily to motivate

exceptional performance, but to retain employees during periods of corporate

change.90 These “stay bonuses” typically become earned compensation once the

specified conditions are met.91

Plus, even if no agreement, binding promise, or policy statement covers the

compensation dispute, quantum meruit may still apply.92 These equitable principles

are used to prevent unjust enrichment as needed.93 In certain situations, binding

employer promises and unilateral policy statements, upon which an employee has

reasonably relied to their detriment, can create vested or accrued rights.94 These

rights cannot be unilaterally altered or rescinded; any adverse change requires the

89 Id. (“Important factors include (1) whether the documents establishing the bonus expressly state that it is a discretionary award; (2) whether the criteria for receiving the bonus are keyed to objective measures of employee conduct (such as remaining with the employer for a particular period of time) or performance (such as achieving certain sales objectives) rather than purely subjective assessments by the employer; and (3) the parties’ course of dealing.”). 90 Id. 91 Id. § 3.02 cmt. d (2015). 92 Restatement of Employment Law: Right to Earned Compensation § 3.01 cmt. a (2015). 93 Id. 94 Restatement of Employment Law: Modification of Compensation or Benefits § 3.04 cmt. b (2015). 22 employee’s consent, supported by consideration.95 And even if the employment

relationship is terminable at the will of either party, the employer nevertheless is

obligated to pay the agreed earned compensation for the services the employee

rendered.96

Here, like Tatum, the parties dispute whether the salary employment

agreement covers the Bonus. Plaintiff concedes the discretionary nature of standard

bonuses for past performance but contends that post-hire negotiations can address

future bonuses for extraordinary events, such as a profitable company sale.97

Plaintiff also argues the Company’s lack of clarity on the definition or legal standard

of “discretionary” is telling.98 The NDA is silent on this issue, and no company

policy is attached to the Complaint. Thus, Plaintiff’s entitlement to the Bonus raises

questions of fact that cannot be determined at this stage in the pleadings. Further

discovery is needed.

The Company reasonably could have expected that the NDA and CFO’s

representations would induce Plaintiff to detrimentally rely on such representations.

The NDA could be reasonably interpreted as a commitment by the Company to enter

the agreement on those terms (the Company admits as much). Those terms were

95 Id. 96 Id. § 3.01 cmt. c. 97 MTD Opp’n at 13–14. 98 Id. at 17–21; D.I. 20 at 4–5. 23 definite and certain—the Company would pay Plaintiff a Bonus in connection with

the Sale when he signed the NDA. And CFO’s assurances about discussing the

contractual dispute with the Board match the intent of the Company to compensate

Plaintiff for his extra work related to the Sale. CFO’s statements may represent the

Company’s perspective on how the relationship might work. So at this stage,

Plaintiff has proffered sufficient facts to show a reasonable expectation by the

Company that Plaintiff would rely on the Bonus to stay with the Company through

its Sale.

Accepting these well-pled allegations as true, the Company’s promise went

beyond mere expressions of expectation. The delivery of a draft NDA evinces the

definite nature of the promise. The Company may not have agreed with the

Plaintiff’s compensation calculations set forth in his Memo, but he only had past

payments (from lesser sales) as a blueprint. Plaintiff insists the Company, as his

employer, had superior bargaining power during negotiations. He claims he faced

pressure from CHRO to promptly sign the NDA or risk forfeiting the Bonus. And

CFO repeatedly assured Plaintiff that he would present the Board with Plaintiff’s

concerns about being fairly compensated for his efforts in facilitating the Sale.

Thus, it is reasonably conceivable that Plaintiff would detrimentally rely on

the promise under the circumstances. Another salient point is the parties’ course of

dealing. Following negotiations with the CFO, Plaintiff’s role and responsibilities

24 quickly expanded beyond their original scope, effectively making him the de facto

general counsel for the Company. And, like Tatum, the Company paid bonuses to

Plaintiff during prior transactions that required work outside his ordinary

responsibilities. Plaintiff relied on the Company’s past conduct, the NDA’s

unambiguous terms, and CFO’s assurances by choosing to stay and perform beyond

his normal duties to facilitate the Sale based on the Company’s promise.

Finally, dismissing the claim would result in injustice. The Company argues

dismissal would not result in injustice because the Plaintiff was offered, and refused,

the Bonus. It further contends Plaintiff was compensated because he continued to

work and receive his regular salary. But that contention misses the mark. It is

undisputed Plaintiff’s work in connection with the Sale was outside the scope of his

ordinary business duties. His extra efforts in support of the Sale, offered in exchange

for the Bonus, was adequate consideration and thus binding.

Based on the facts alleged in the Complaint viewed in a light most favorable

to the nonmovant, it is reasonably conceivable that a promise was made, the

Company could have expected Plaintiff to rely on it detrimentally by staying through

the Sale, and, to avoid injustice, enforcement of the promise is necessary.

Accordingly, the Complaint states a viable claim for promissory estoppel.

D. Implied Contract

The Company argues the implied contract claim must be dismissed because

25 Plaintiff’s salary agreement governed his compensation, and there was no additional

benefit to the Company warranting extra compensation. Conversely, Plaintiff

contends he had a vested interest in continuing to provide his professional legal

services, which would facilitate the Sale and result in him earning supplemental

compensation. Plaintiff relies heavily on the Memo, which comprised his demands

for his additional services, to establish the existence of an implied contract. But the

Court finds the opposite as there is no evidence of a meeting of the minds.

In Delaware, an implied-in-fact contract “is one inferred from the conduct of

the parties, though not expressed in words.”99 To state a claim for an implied

contract, a complaint must allege the parties’ actions showed mutual agreement on

all essential terms.100 “In determining whether the parties’ conduct implies a

contract in fact, their conduct is evaluated from the perspective of a reasonable

person, considering all of the attendant circumstances.”101 “The failure to object

may be treated as acceptance.”102

99 Gurney-Goldman v. Goldman, 321 A.3d 559, 572 (Del. Ch. 2024) (cleaned up). 100 APEX Mech. & Fabrication, Inc. v. Milford Sch. Dist., 2025 WL 1412052, at *8 (Del. Super. May 14, 2025) (quoting Ridley v. Bayhealth Med. Ctr., Inc., 2018 WL 1567609, at *7 (Del. Super. Mar. 20, 2018)). 101 Levey v. Brownstone Asset Mgmt., LP, 2014 WL 3811237, at *10 (Del. Ch. Aug. 1, 2014) (quoting 1 Williston on Contracts § 1:5 (4th ed. 2014)), aff’d, 115 A.3d 1215 (Del. 2015). 102 5high LLC v. Feiler, 2022 WL 3136612 (Del. Ch.), judgment entered, 2022 WL 3573927 (Del. Ch. Aug. 18, 2022). 26 “No contractual agreement is implied in fact where parties merely engage in

negotiations, anticipating that their agreement ultimately will be memorialized in a

written document.”103 And “Courts will not infer an implied-in-fact contract where

an express contractual provision already exists on the same point. An express

contract and an implied contract cannot coexist with respect to the same subject

matter, and the former supersedes the latter.”104

The Company contends the Complaint fails to allege Plaintiff performed

services with an expectation that the Company would pay for them, and that

circumstances should have put the Company on notice that payment was expected.

The Company asserts no allegation suggests Plaintiff performed any services for

which the Company should have expected a demand for a $5.5 million bonus above

and beyond his salary. Rather, they expected Plaintiff to provide his legal services

in return for his salary, particularly because there was no agreement between them

regarding the Bonus. And for good reason, because Plaintiff’s Memo was a

counteroffer, as it sought to alter the original NDA terms by requesting additional

staff, a title promotion, and a higher salary. Although the Company may not have

responded immediately, the ensuing negotiations indicate they did not agree to these

changes, showing no mutual agreement on essential terms. In short, there was no

103 1 Williston on Contracts [“Williston”] § 1:5, Westlaw (database updated May 2025) (citation omitted). 104 Williston § 1:5 (citations omitted). 27 enforceable implied contract. Accordingly, Count IV is dismissed.

E. Repudiation

The Company argues the repudiation claim is baseless because the lack of a

contractual basis belies that claim. Plaintiff contends the Company’s conduct,

through CFO’s statements and the NDA, constitutes a repudiation of any implied

contract. As noted, no implied contract existed—which is also fatal to the

repudiation claim.

“Under Delaware law, repudiation is an outright refusal by a party to perform

a contract or its conditions entitling the other contracting party to treat the contract

as rescinded. A statement not to perform unless terms different from the original

contract are met also constitutes a repudiation.”105 “A party repudiates a contract

when it takes an action that constitutes a significant and substantial alteration of both

the present and the reasonably anticipated future relations created by the

agreement.”106 “A party confronted with repudiation may respond by (i) electing to

treat the contract as terminated by breach, (ii) by lobbying the repudiating party to

105 PJT Hldgs., LLC v. Costanzo, 2025 WL 1417531, at *17 (Del. Ch. May 15, 2025) (internal quotation marks omitted) (quoting CitiSteel USA, Inc. v. Connell Ltd. P’ship, 758 A.2d 928, 931 (Del. 2000)). 106 Moscowitz v. Theory Ent., LLC, 2020 WL 6304899, at *26 (Del. Ch.) (quoting PAMI- LEMB I Inc. v. EMB-NHC, L.L.C., 857 A.2d 998, 1014 (Del. Ch. Apr. 3, 2006)), judgment entered, 2020 WL 7043626 (Del. Ch. Nov. 30, 2020). 28 perform, or (iii) by ignoring the repudiation.”107

Plaintiff asserts the Company’s failure to list him on the bonus schedule

amounts to an outright refusal. On the other hand, the Company contends no

contract exists specifying obligations they failed to meet, and Plaintiff’s resignation

before the Sale vitiates any claim to a share of the transaction price. Before reaching

whether “positive and unconditional” repudiation occurred, an enforceable contract

must be established.108 Because the Complaint does not demonstrate the existence

of such a contract, repudiation cannot be a remedy. A party’s conduct cannot be

treated as rescission if no contract exists. Accordingly, Count V is dismissed.

F. Breach of the Implied Covenant of Good Faith and Fair Dealing

The Company argues the breach of the implied covenant of good faith and fair

dealing claim must be dismissed. They assert the implied covenant does not apply

to the facts of this at-will employment matter and Plaintiff’s claims do not fit within

the specific exceptions where the covenant would apply. An implied covenant

inserts terms into a contract that the parties overlooked during negotiations.109 “The

107 Henkel Corp. v. Innovative Brands Hldgs., LLC, 2013 WL 396245, at *7 (Del. Ch. Jan. 31, 2013). 108 Fortis Advisors LLC v. Johnson & Johnson, 2024 WL 4048060, at *44 (Del. Ch. Sept. 4, 2024) (quoting W. Willow-Bay Court, LLC v. Robino-Bay Court Plaza, LLC, 2009 WL 458779, at *5 (Del. Ch. Feb. 23, 2009)). 109 Troy Ventures, LLC v. Kosloski, 2025 WL 1172758, at *8 (Del. Super. Apr. 21, 2025) (citing Kent Cty. Equip., Inc. v. Jones Motor Gp., Inc., 2009 WL 737782, at *5 (Del. Super. Mar. 20, 2009)). 29 party asserting the implied covenant has the burden of proving ‘that the other party

has acted arbitrarily or unreasonably, thereby frustrating the fruits of the bargain that

the asserting party reasonably expected.’”110 A sufficiently pled implied covenant

claim requires “(i) a specific implied contractual obligation; (ii) a breach of that

obligation; and (iii) resulting damage.”111 Although the implied covenant attaches

to every contract, it presupposes the existence of a contract.112

Plaintiff relies on a line of Delaware cases to argue a breach of the implied

110 Baldwin v. New Wood Res. LLC, 283 A.3d 1099, 1117–18 (Del. 2022) (first quoting Dieckman, 155 A.3d 358, 367 (Del. 2017); then citing Desert Equities, Inc. v. Morgan Stanely Leveraged Equity Fund, II, L.P., 624 A.2d 1199, 1208 n.16 (Del. 1993); and then citing Amirsaleh v. Bd. of Trade of City of New York, Inc., 2009 WL 3756700, at *5 (Del. Ch. Nov. 9, 2009)). 111 Limitless Coffee, 2024 WL 4233900, at *3 (citing Cantor Fitzgerald, L.P. v. Cantor, 1998 WL 842316, at *1 (Del. Ch. Nov. 10, 1998)). See also Schatzman, 2024 WL 4249939, at *7 (discussing the elements of an implied covenant claim); Sheehan v. Assured P’rs, Inc., 2020 WL 2838575, at *11 (Del. Ch. May 29, 2020) (same); Kuroda v. SPJS Hldgs., L.L.C., 971 A.2d 872, 888 (Del. Ch. 2009) (same). An employer violates the implied covenant in at-will employment in four situations: (i) when termination violates public policy; (ii) when the employer misrepresents a crucial fact, leading the employee to rely on it to accept or remain in a position; (iii) when the employer uses superior bargaining power to withhold clearly identifiable compensation related to past service; and (iv) when the employer falsifies or manipulates employment records to fabricate grounds for termination. Lidya Hldgs. Inc. v. Eksin, 2022 WL 854688, at *2 (Del. Ch. Mar. 28, 2022) (quoting Lord, 748 A.2d 393, 400, 401 (Del. 2000)). 112 Brightstar Corp. v. PCS Wireless, LLC, 2019 WL 3714917, at *11 (Del. Super. Aug. 7, 2019); Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434, 441 (Del. 2005); Cincinnati SMSA Ltd. v. Cincinnati Bell Cellular Sys. Co., 708 A.2d 989, 992 (Del. 1998) (explaining that “implying obligations based on the covenant of good faith and fair dealing is a cautious enterprise”). A claim for breach of the implied covenant is a claim for breach of contract except the operative provision is implied. Nemec v. Shrader, 991 A.2d 1120, 1125 (Del. 2010); Limitless Coffee, LLC v. Mott’s LLP, 2024 WL 4233900, at *3 (Del. Super. Sept. 19, 2024); Cygnus Opportunity Fund, LLC v. Washington Prime Gp., LLC, 302 A.3d 430, 457 (Del. Ch. 2023). 30 covenant can “occur outside the termination of an employee.”113 None of those cases

support that reading, as they pertain to insurance coverage or involve terminated

employees. Here, it is undisputed that Plaintiff voluntarily resigned. And even if he

was terminated, the absence of an implied contract means there can be no breach of

an implied covenant appurtenant thereto.114 Accordingly, Count VI is dismissed.

113 MTD Opp’n at 38–41 (first citing Dunlap, 878 A.2d at 442 (explaining the insurer’s refusal to cooperate and agree to a settlement for less than the liability coverage limits could constitute a breach of the implied covenant of good faith and fair dealing, as it deprived the insured of a third-party recovery without justification); then citing Bailey v. Wilm., 766 A.2d 477, 480 (Del. 2001) (holding that allegations of procedural impropriety in termination proceedings did not establish a breach of the implied covenant of good faith and fair dealing, as there was no evidence of fraud, deceit, or manipulation of records to create fictitious grounds for termination); and then citing Merrill v. Crothall-Am., Inc., 606 A.2d 96, 101 (Del. 1992) (denying dismissal of an implied covenant claim where the employer allegedly induced the employee to accept a position under the false pretense of indefinite employment while secretly intending to replace him). See Dunn v. FastMed Urgent Care, P.C., 2019 WL 4131010, at *7 (Del. Ch. Aug. 30, 2019) (dismissing an implied covenant claim where the plaintiff failed to state a claim because the contracts in question directly addressed the issues in dispute, leaving no terms to be implied). 114 See supra § II.D. 31 III. CONCLUSION

The Company’s motion to dismiss is granted in part and denied in part. Count

II is barred by claim preclusion. Counts I, IV, V, and VI are dismissed with

prejudice. Count III states a viable claim for promissory estoppel.

IT IS SO ORDERED.

/s/ Kathleen M. Vavala The Honorable Kathleen M. Vavala