In re Cellular Telephone Coordinated Partnership Litigation

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE 2022 CELLULAR TELEPHONE COORDINATED COORDINATED C.A. No. 2022-1078-JTL PARTNERSHIP LITIGATION THIS FILING APPLIES TO COORDINATED C.A. No. 2022-1087-JTL MEMORANDUM OPINION DENYING MOTION TO DISMISS NEWLY ADDED CLAIMS Date Submitted: April 14, 2026 Date Decided: July 31, 2026 Norman M. Monhait, Jessica Zeldin, REID COLLINS & TSAI LLP, Wilmington, Delaware; William T. Reid, IV, Gregory S. Schwegmann, Emma Culotta, REID COLLINS & TSAI LLP, Austin, Texas; Rachel S. Fleishman, Marc Dworsky, REID COLLINS & TSAI LLP, New York, New York; Michael Pullara, David Siegel, MICHAEL PULLARA LAW FIRM, Houston, Texas; Attorneys for Plaintiffs. Michael A. Barlow, Veronica B. Bartholomew, QUINN EMANUEL URQUHART & SULLIVAN, LLP, Wilmington, Delaware; Michael B. Carlinsky, Adam M. Abensohn, George T. Phillips, QUINN EMANUEL URQUHART & SULLIVAN, LLP, New York, New York; Attorneys for Defendants. John L. Reed, Peter H. Kyle, Daniel P. Klusman, Michael A. Carbonara, Jr., DLA PIPER LLP (US), Wilmington, Delaware; Attorneys for Nominal Defendants. LASTER, V.C.  A Delaware limited partnership provided wireless service in rural Oklahoma. Through affiliates, AT&T, Inc. held limited partnership interests in the partnership and served as its general partner. Two other business entities were its only other limited partners. In this lawsuit, the two limited partners contend that AT&T and its affiliates failed to properly allocate revenue and expenses to the partnership, depriving the partnership of millions of dollars of profit and the limited partners of the resulting distributions.1 After the court denied AT&T’s initial motion to dismiss, the plaintiffs amended their complaint to assert two new legal theories (the “New Expense Claims”). One contends that AT&T breached the partnership agreement by charging the partnership for interconnect service at greater than cost (the “Interconnect Claim”). The other contends that AT&T breached the partnership agreement by causing the partnership to lease spectrum from AT&T at greater than cost (the “Spectrum Claim”). AT&T moved to dismiss the New Expense Claims as untimely. That motion is denied. The New Expense Claims can challenge transactions effectuated within three years of the filing of the operative complaint. For the Interconnect Claim, that means reaching back to 2019, and for the Spectrum Claim, that means reaching back to 2022. It is possible that the plaintiffs can reach back further because equitable tolling 1 While important for many purposes, the distinctions among the entities through which AT&T acted are not significant for purposes of this motion. For simplicity, this decision refers solely to AT&T. inferably applies, but it is also possible that the plaintiffs were on inquiry notice and are unable to invoke equitable tolling. The answer to the tolling issue depends on factual determinations that the court cannot make at the pleading stage. The motion to dismiss on timeliness grounds is therefore denied. AT&T also moved to dismiss the New Expense Claims on the merits to the extent they asserted claims for breach of contract. That motion is denied as well. I. FACTUAL BACKGROUND The facts are drawn from the operative complaint, documents integral to the complaint or incorporated by reference, and documents subject to judicial notice.2 At this procedural stage, the court must credit the complaint’s well-pled allegations and draw all reasonable inferences in the plaintiffs’ favor. 2 The operative complaint is the Second Amended Verified Derivative Complaint in Civil Action 2022-1087-JTL (the “Cherokee Action”). There are actually eleven Second Amended Verified Derivative Complaints and three Second Amended Verified Derivative and Direct Complaints, one for each of the fourteen actions coordinated for pre-trial purposes under this caption. See Dkts. 135–136, 141–152. Each action relates to a different partnership. The parties have sought to brief all of the issues involving all of the partnerships all at once, but the partnership agreements differ, the factual allegations differ, and sometimes the governing law differs. Trying to address everything all at once generates confusion and heightens the risk of error. This decision resolves the motion to dismiss in the Cherokee Action. The court will enter targeted orders or, if necessary, decisions addressing the other actions. References and citations to the “complaint” mean the currently operative complaint in the Cherokee Action. Dkt. 148. Citations in the form “OB __,” “AB __,” and “RB ___” refer to the parties’ opening, answering and reply briefs, respectively. See Dkts. 183, 200, 208. Citations in the form “Ex. ___ at ___” refer to exhibits the defendants submitted in support of their motion to dismiss. Page references cite internal pagination whenever possible. 2 A. Spectrum Licenses Cellular telephones send and receive communications using frequencies on the electromagnetic spectrum. The Federal Communications Commission (“FCC”) regulates who can use portions of spectrum and for what purposes. In 1981, the FCC allocated spectrum for cellular telephones. The agency established 734 geographic markets called Cellular Market Areas or “CMAs.” The FCC made two blocks of spectrum available in each CMA: one through a “Block A” license and the other through a “Block B” license. The FCC generally awarded Block A licenses by lottery. Investors formed groups, called settlement associations, to increase their chances of winning. Like employees who form an office pool to buy lottery tickets with an agreement to split any winnings, the members of a settlement association agreed that if one of them won the license, then the winning member would contribute it to a partnership in which all of the members would participate. Under the standard agreement, the winning member would receive at least a 50.01% interest in the partnership with other members sharing the balance. The resulting partnerships typically affiliated with a national cellular telephone carrier so they could be part of a larger network. The FCC awarded the Block B license differently. It went to the incumbent landline carrier in each CMA. If multiple carriers served a CMA, then the Block B license went to an entity that the incumbent carriers owned jointly. 3 B. The Partnership AT&T, Cherokee Telephone Company, and Chickasaw Telephone Company were the incumbent carriers in a CMA in rural Oklahoma.3 In 1989, they formed the Oklahoma RSA 9 Limited Partnership (the “Partnership”) to own the Block B license for that CMA. When the parties formed the Partnership, they entered into a partnership agreement to govern its affairs (the “Partnership Agreement”). 4 The Partnership Agreement designated AT&T as the General Partner.5 AT&T owned a 63.2% interest in the Partnership, while Cherokee owned a 20% interest and Chickasaw owned a 16.8% interest. The purpose of the Partnership was to “fund, establish and provide Cellular Service,” initially in the area covered by its license but with the possibility of expanding “to include other areas.”6 The Partnership Agreement defined “Cellular Service” broadly as: Any and all services authorized by the FCC under Part 22 of its cellular rules, as amended from time to time, as promulgated under the Cellular Radio Decisions, and/or provided pursuant to the terms of this 3 At the time, the corporation now known as AT&T was known as Southwestern Bell Corporation. In 2004, Southwestern Bell merged with what was then AT&T and changed its name to AT&T. The entity is the same. For simplicity, this decision refers to AT&T. 4 Ex. 1 (cited as “PA”). 5 It was actually an affiliate, but as noted, the distinction between AT&T and its affiliates are not important for purposes of this decision. 6 PA § 1.3. 4  Agreement. Such cellular service may include, but is not limited to, both wholesale and retail distribution of such authorized service. The Partners acknowledge that the Partnership may also engage in other ancillary activities which the General Partner in good faith determines to be in the best interests of the Partnership.7 Demonstrating that the Partnership intended to provide cellular service as part of a wider network, the Partnership Agreement made the General Partner responsible for “obtaining interconnection with the landline network, for operating and maintaining the Cellular Service system, and for marketing Cellular Service.”8 The General Partner’s responsibilities included providing “management and accounting services to the Partnership consisting of, but not limited to, maintaining books of record, … preparing accounting reports (in accordance with generally accepted accounting principles …), and other records and reports” (the “Services Provision”). 9 The same provision authorized the General Partner to provide “as necessary, certain other services necessary for the Partnership to carry on and expand its activities and functions, including but not limited to, real estate management, advertising, legal, office personnel management, engineering, marketing and the like.”10 7 Id. § 2.4. 8 Id. § 4.1. 9 Id. 10 Id. 5  Next, the Partnership Agreement addressed payment for the General Partner’s services: [T]he General Partner shall be reimbursed by the Partnership monthly for any reasonable and necessary expenses incurred by the General Partner on behalf of the Partnership in providing, and preparing to provide, Cellular Service plus reasonable and necessary administrative and general overhead expenses, including, but not limited to, marketing, maintenance, message charges, facilities, engineering, legal, accounting and audit fees, development and implementation of billing procedures, expenses of preparing tax returns and reports, taxes, travel, office rent, telephone, salaries …, and any and all other business expenses incurred by the General Partner on behalf of the Partnership in connection with the provision of Cellular Service.11 The same provision specified that “[t]he General Partner shall not be entitled to any profit in rendering such services to the Partnership” (the “No-Profit Requirement”).12 To drive that point home, the provision emphasized that the partners intended instead for the General Partner to receive “its proportionate allocated share of income and losses.”13 The Partnership Agreement separately authorized the General Partner to buy or lease assets from the General Partner or its affiliates and, if warranted, hold assets as the Partnership’s nominee (the “Asset Provision”). The same provision required that any transactions be “upon terms and conditions reasonably comparable to those 11 Id. § 4.2. 12 Id. 13 Id. 6 which the Partnership could obtain at arm’s length from unaffiliated parties” (the “Arm’s-Length Requirement”).14 Another section of the Partnership Agreement identified a list of actions that the Partnership had the express power to take. The list included the power “[t]o enter into, perform and carry out contracts and agreements of every kind necessary or incidental to the accomplishment of the Partnership’s purposes, including, without limitation, contracts and agreements with the General Partner and Affiliates of the General Partner.” 15 The next section identified a list of actions that the General Partner had the express power to take on the Partnership’s behalf, including “to establish interconnection and switching arrangements with other cellular carriers in areas adjoining the RSA and elsewhere upon such terms as the General Partner deems necessary or appropriate and in the best interest of the Partnership.”16 A final section, titled “Conflict of Interest,” revisited the subject of interested transactions (the “Affiliate-Transaction Provision”). It stated: The General Partner and its Affiliates shall have the right to contract or otherwise deal with the Partnership for the sale or lease of real or personal property, the rendition of services and other purposes, and to receive payments and fees from the Partnership in connection therewith, provided that the terms and conditions of such transactions are comparable to, or not substantially less favorable than, similar arms’-length transactions between the General Partner or its Affiliates and unrelated third parties. The Partners recognize that the General Partner may have conflicting duties to its many Affiliates including 14 Id. § 4.3. 15 Id. § 7.1. 16 Id. § 7.2. 7  without limitation in transactions between two of its Affiliates. In the absence of gross negligence or willful misconduct, the General Partner's resolution of such conflict of interest shall not constitute a breach of this Agreement or any other agreement contemplated herein.17 The Affiliate-Transaction Provision thus nominally required arm’s-length terms, but stated that a breach would not exist “[i]n the absence of gross negligence or willful misconduct” (the “Conduct Standard”). C. NPA-NXX Accounting Starting in the 1980s, the wireless industry tracked subscribers and usage using the “NPA-NXX” system, a shorthand term for the area code and next three digits of the subscriber’s phone number. For example, in the phone number 999-555- 1234, the NPA-NXX is 999-555. Adding the last four digits yields a block of 10,000 possible phone numbers, ranging from 999-555-0000 to 999-555-9999. Wireless carriers assigned NPA-NXX blocks based on geography. AT&T assigned blocks of NPA-NXX numbers to particular market-level entities, like the Partnership, that served specific geographic areas. When signing up with a carrier, a customer received a ten-digit telephone number from the NPA-NXX block that corresponded to the customer’s principal place of use. Wireless carriers used the ten-digit telephone numbers to track subscribers and non-subscribers using their networks. They charged roaming fees when a customer used a cellular telephone outside the customer’s principal place of use. 17 Id. § 7.5. 8  AT&T used the NPA-NXX system to allocate revenue and expenses to market- level entities like the Partnership. The allocated items included: • Monthly recurring revenue attributable to the Partnership’s subscribers; • Outcollect roaming revenue attributable to non-subscribers roaming in the Partnership’s geographic area; • Incollect roaming expense attributable to the Partnership’s subscribers roaming outside the Partnership’s geographic area; and • Other expenses attributable to operating AT&T’s national network. For approximately two decades, two factors worked in combination to cause the NPA-NXX system to generate reasonably accurate allocations. First, a subscriber who wanted to change cellular carriers had to give up their old number and get a new one. The new number would correspond to the customer’s new principal place of use. Second, a subscriber who moved to a new geographic area without changing their principal place of use or securing a new number with an NPA-NXX assigned to that area would incur roaming charges, giving the subscriber a financial incentive to change numbers or update their principal place of use. But as technology evolved, three developments caused the NPA-NXX system to become less and less accurate. The first was number portability, mandated by the Telecommunications Act of 1996 and effective starting in 2003. After number portability, a subscriber who moved out of the Partnership’s geographic area could keep a telephone number associated with an NPA-NXX block issued to the Partnership, even though the subscriber was no longer a Partnership customer or using the Partnership’s assets. Conversely, a subscriber who became a Partnership 9 customer could keep a telephone number associated with a different NPA-NXX block, even though the subscriber was now using the Partnership’s assets. The NPA-NXX system did not reflect those changes. Under AT&T’s allocation system, the Partnership continued to receive revenue and incur expenses for subscribers with affiliated-NPA-NXX numbers who moved out of the Partnership’s area, while never receiving revenue or incurring expenses for subscribers with unaffiliated-NPA-NXX numbers who moved into the Partnership’s area. The exception was roaming, because AT&T would treat a subscriber with an NPA-NXX number affiliated with the Partnership as roaming whenever outside the Partnership’s area, even if the subscriber had moved. Likewise, AT&T would treat a subscriber with an NPA-NXX number affiliated with a different geographic area as roaming whenever in the Partnership’s area, even if the subscriber had now lived there. The second development was the emergence of national rate plans that allowed subscribers to use their phones anywhere in the United States without incurring roaming charges. A subscriber who moved therefore no longer had a financial incentive to secure a telephone number with an NPA-NXX number associated with their principal place of use. Yet despite eliminating roaming for subscribers, AT&T continued to impose roaming charges internally. The Partnership therefore had to pay roaming charges for any affiliated-NPX-NXX numbers used outside the Partnership’s geographic area, even if the subscriber had moved. Likewise, other market-level entities had to pay roaming charges to the Partnership for any NPA- 10 NXX numbers associated with other geographic areas when they were used in the Partnership’s area. The first two developments broke the link between NPA-NXX and principal place of use. The third development was AT&T’s expansion into non-traditional wireless businesses, which broke the link between traditional cellular telephone use and a fair allocation of revenue and expenses. AT&T found ways to use its national network to host new types of devices and provide new products, such as geolocation services, communication with products through the Internet of Things, and the collection and sale of Big Data. AT&T even sold handset insurance. Those businesses generated revenue because of AT&T’s ability to supply a national network. But even though entities like the Partnership were part of the network, AT&T did not allocate any portion of the profit to the market-level entities. The same was true for subscriber data. When collecting and selling subscriber data, AT&T commingled data from all of its subscribers without allocating any portion of the profits to market-level entities like the Partnership for their share of AT&T’s subscribers.18 18 For example, in spring 2009, AT&T announced that it was working with major corporate partners to develop new applications for devices that would transmit data without a cellular telephone. AT&T contracted to supply those applications on a national basis. Under the resulting contracts, AT&T committed the Partnership to provide services for the devices for the new customers. Yet AT&T did not allocate a share of the value from the business to market-level entities like the Partnership. AT&T simply paid the Partnership and other market-level entities the same fee that it paid a competitor when an AT&T device pinged on that competitor’s network. AT&T did not share any of the value associated with its network as a whole, even though market-level entities like the Partnership were essential parts of the network. 11  Collectively, these developments rendered the NPA-NXX accounting system both unreliable and unfair. The NPA-NXX accounting method used individual subscriber counts and usage to allocate revenue and most expenses to market-level entities like the Partnership, but NPA-NXX accounting became so unreliable that AT&T could not provide basic information about its subscribers, such as: • The number of subscribers who resided in any specific partnership’s geographic area but used another partnership’s NPA-NXX numbers; • The number of subscribers who resided outside any specific partnership’s geographic area but used an NPA-NXX number assigned to that partnership; • The number of subscribers who had moved to a different geographic area, changed their billing address and principal place of use to an address in that geographic area, yet continued to use another partnership’s NPA-NXX number; or • The number of subscribers who resided in a geographic area different from the one that issued their NPA-NXX number. The allocations that the NPA-NXX system generated became arbitrary. D. The Better But Never-Implemented Allocation Method By 2005, AT&T recognized that changing technological and market conditions necessitated new accounting methods. Around that time, AT&T entered into Management and Network Sharing Agreements (the “Sharing Agreements”) with a number of its market-level affiliates. AT&T drafted the Sharing Agreements and backdated them to be effective as of January 1, 2003. The Sharing Agreements established new methods for allocating expenses. They identified interconnect expense as an “Out-of-Pocket Expense” that AT&T 12 charged at cost.19 They also provided for spectrum lease expense to be charged at cost. And they addressed roaming by establishing that subscribers could roam on AT&T’s network “without any direct charges.”20 AT&T’s decision to enter into the Sharing Agreements supports a pleading stage inference that AT&T recognized that its NPA-NXX-based system for allocating revenue and expenses was unfair. The Sharing Agreements also recognized that conditions could continue to change and authorized AT&T to revise its accounting procedures from time to time “provided that any new methodology fairly accounts for the revenues and expenses of Owner’s Business.”21 AT&T never entered into a Sharing Agreement with the Partnership. AT&T also never adopted the methods identified in the Sharing Agreements for allocating revenue and expenses to the Partnership. Instead, AT&T continued to use the NPA- NXX methodology. By continuing to use the NPA-NXX methodology for the Partnership, AT&T accounted for its revenue and expenses to the Partnership as if it were an independent, stand-alone entity whose business had not progressed beyond providing 19 Compl. ¶ 54. 20 Id. ¶ 53. 21 Compl. Ex. 1 § VI(A); see also id. § VI(B) (“Manager may change the way it calculates the specified rate from time to time in order to adapt to changing market and technological conditions, provided that the rate is always calculated in a way that the cost Owner pays is in proportion to the benefit Owner’s Business receives from the Shared Network relative to the benefit Manager’s Business receives.”). 13 voice and basic data services to a limited group of subscribers in a specific geographic area. For its own purposes, by contrast, AT&T managed the Partnership’s assets as if an integrated part of its national network. Operationally, AT&T treated the Partnership’s assets as if they were part of AT&T’s national footprint. AT&T’s continued use of the NPA-NXX accounting method reduced the Partnership’s profits by limiting the revenue attributable to the Partnership’s assets. As a result, the Partnership generated lower profits and smaller annual distributions than it would have if AT&T used fair methods like those in the Sharing Agreements to allocate revenue. E. The Issues Giving Rise To The New Expense Claims Despite not updating its accounting methods, AT&T did allocate some types of new expenses to the Partnership. One was interconnect expense. The other involved spectrum leasing. Those expenses form the basis for the New Expense Claims. Interconnect expense recognizes that after a cellular telephone sends a radio signal to a tower, the signal moves through AT&T’s national network to its destination by passing through a series of switches. AT&T entered into contracts with its landline market-level entities to provide interconnect service free of charge to all AT&T cellular sites in their regions. AT&T did not include its cellular market-level entities in those contracts. Instead, AT&T billed its cellular market-level entities at its standard interconnect rates, which were above AT&T’s cost and reflected the amounts that AT&T would charge a third-party carrier that used a portion of AT&T’s network. AT&T then aggregated the total interconnect expense for its cellular market-level entities and 14 allocated a portion to the Partnership. As a result, the Partnership paid AT&T as if the Partnership were a third-party carrier, rather than part of AT&T’s network. AT&T also never removed “dead circuits” from its accounting system, forcing the Partnership to pay for wires that no longer carried data. AT&T also allocated spectrum expense to the Partnership. Under an agreement dated September 8, 2015 (the “Spectrum Lease”), AT&T caused the Partnership to lease spectrum from AT&T at rates above AT&T’s cost. Over time, AT&T added additional spectrum to the Spectrum Lease and increased the fees it charged to the Partnership. F. In re Cellular Telephone Partnership Litigation In 2010 and 2011, former minority partners in thirteen cellular partnerships sued AT&T. After a decade-long litigation culminating in a five-day trial, the court issued two post-trial opinions. One addressed the plaintiffs’ claims for breach of contract (the “Contract Decision”). 22 The other addressed the plaintiffs’ breach of fiduciary duty claims (the “Fiduciary Duty Decision”).23 The plaintiffs allege that they learned how AT&T managed the Partnership by reading the Contract and Fiduciary Duty Decisions. The plaintiffs allege that they did not previously know how AT&T allocated revenue and expenses. 22 In re Cellular Tel. P’ship Litig., 2021 WL 4438046 (Del. Ch. Sept. 28, 2021). 23 In re Cellular Tel. P’ship Litig., 2022 WL 698112 (Del. Ch. Mar. 9, 2022). 15 G. This Litigation On November 28, 2022, the plaintiffs sued AT&T Inc. and five of its affiliates. The plaintiffs filed the currently operative complaint that added the New Expense Claims on October 27, 2025. The Interconnect Claim asserts that AT&T breached the Partnership Agreement by overcharging the Partnership for interconnect service. The Spectrum Claim contends that AT&T overcharged the Partnership under the Spectrum Lease. The plaintiffs’ earlier complaint had not specifically identified those expenses or called out the sections in the Partnership Agreement that AT&T allegedly breached by charging them. Aspects of the New Expense Claims appear in Counts I, III, IV, V, VI, and VII of the complaint. II. LEGAL ANALYSIS AT&T has moved to dismiss the New Expense Claims under Rule 12(b)(6). When considering that type of motion, “a trial court should accept all well-pleaded factual allegations in the Complaint as true, accept even vague allegations in the Complaint as ‘well-pleaded’ if they provide the defendant notice of the claim, [and] draw all reasonable inferences in favor of the plaintiff.”24 The court should “deny the motion unless the plaintiff could not recover under any reasonably conceivable set of circumstances susceptible of proof.”25 Delaware’s “governing ‘conceivability’ standard 24 Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Hldgs. LLC, 27 A.3d 531, 536 (Del. 2011). 25 Id. 16 is more akin to ‘possibility,’ while the federal ‘plausibility’ standard falls somewhere beyond mere ‘possibility’ but short of ‘probability.’”26 A. The Timeliness Defense AT&T argues that the New Expense Claims are untimely. For a court to grant a Rule 12(b)(6) motion on timeliness grounds, the complaint’s allegations must establish that the claim was filed too late.27 When evaluating whether a complaint’s allegations support a timeliness defense, a court “must draw the same plaintiff- friendly inferences required in a 12(b)(6) analysis.”28 When reviewing a timeliness defense, the “court effectively assumes the validity of the claims, then applies timeliness principles.”29 1. Statute Of Limitations Versus Laches The Court of Chancery uses two conceptual frameworks to analyze timeliness: the statute of limitations and laches. 30 Court of Chancery decisions traditionally analyze at the outset which framework should be used. 26 Id. at 537 n.13. 27 Lebanon Cty. Emps.’ Ret. Fund v. Collis, 287 A.3d 1160, 1193 (Del. Ch. 2022) (citing Kahn v. Seaboard Corp., 625 A.2d 269, 277 (Del. Ch. 1993)). 28 State ex rel. Brady v. Pettinaro Enters., 870 A.2d 513, 524–25 (Del. Ch. 2005). 29 Collis, 287 A.3d at 1193. 30 See Whittington v. Dragon Gp., L.L.C., 991 A.2d 1, 7 (Del. 2009) (“Both the doctrine of laches and statutes of limitations function as time bars to lawsuits.”). 17  A statute of limitations presumptively bars claims that a plaintiff does not file within a statutorily specified period.31 Laches, by contrast, is theoretically a more flexible doctrine because it places the burden on the defendant to make two fact-based showings: (i) establishing that the plaintiff delayed unreasonably in bringing a known claim, and (ii) demonstrating prejudice caused by the delay. 32 But Delaware law treats delay beyond the analogous statutory limitations period as presumptively unreasonable for purposes of laches.33 Moreover, in Moelis, the justices extended that 31 Kraft v. WisdomTree Invs., Inc., 145 A.3d 969, 974–75 (Del. Ch. 2016). 32 Levey v. Brownstone Asset Mgmt., LP, 76 A.3d 764, 769 (Del. 2013). 33 Moelis & Co. v. W. Palm Beach Firefighters’ Pension Fund, --- A.3d ---, ---, 2026 WL 184868, at *15 (Del. Jan. 20, 2026) (“[T]he plaintiff has presumptively delayed unreasonably in bringing its claim against Moelis by filing it well outside the analogous limitations period.”); accord Levey, 76 A.3d at 769 (“A filing after the expiration of the analogous limitations period is presumptively an unreasonable delay for purposes of laches.”). Before Moelis, trial court decisions had asserted that delaying beyond the analogous limitations period presumptively caused prejudice, but the Delaware Supreme Court had not yet adopted that rule nor applied it to a case where none of the facts were in dispute. Tracing the trial court line of authority ends in a Chancery Court decision from 2013 in which the court stated without citation that “[a]fter the statute of limitations has run, defendants are entitled to repose and are exposed to prejudice as a matter of law by a suit by a late-filing plaintiff who had a fair opportunity to file within the limitations period.” In re Sirius XM S’holder Litig., 2013 WL 5411268, at *4 (Del. Ch. Sept. 27, 2013). For an equitable claim to which laches traditionally applied, that reasoning is circular. Digging further leads to a Chancery Court decision stating, “[i]n the absence of unusual or mitigating circumstances, where the analogous statute of limitations at law period has run, a plaintiff is barred from bringing suit without the necessity of the court engaging in a traditional laches analysis.” Albert v. Alex. Brown Mgmt. Servs., Inc., 2005 WL 1594085, at *12 (Del. Ch. June 29, 2005). The court cited two decisions to support that statement; both applied laches to legal claims seeking money damages, which presented a narrower situation. See U.S. Cellular Inv. Co. of Allentown v. Bell Atl. Mobile Sys., Inc., 677 A.2d 497, 502 (Del. 1996) (breach of contract); Atlantis Plastics Corp. v. Sammons, 558 A.2d 1062, 1064 (Del. Ch. 1989) (fraud). 18 presumption to hold that delay beyond the analogous limitations period presumptively prejudices the defendant, even in a case that did not require any factual development and could be decided as a matter of law.34 The court hastened to add that “[t]his is not to say that the presumption that an action is barred by laches if it is filed after the analogous statute of limitations has elapsed is irrebuttable,” but the exceptions it cited were (i) a line of cases allowing a court to set aside the statute of limitations for “unusual conditions or extraordinary circumstances” and (ii) tolling doctrines, which apply equally to the statute of limitations.35 At present, therefore, the principal difference between the timeliness doctrines is that laches can bar a claim brought within the limitations period if there are reasons it should have been brought sooner.36 34 Moelis, 2026 WL 184868, at *15 (“Although the defendant raising an affirmative defense bears the burden of satisfying each element of that defense, it does not follow that, to invoke the doctrine of laches, a defendant must in all cases show that its defense of the claim at issue would be hampered by loss of evidence, faded memories, or some substantive change in the situation of the parties or property at issue.”) (citations omitted). 35 Id. at *16 (citations omitted). Even equitable tolling is not limited to equitable claims; it can be invoked to toll a statute of limitations for claims at law as well. See, e.g., Tamirie v. Servis One, Inc., 2026 WL 1832404, at *3 (Del. Super. Ct. June 23, 2026) (analyzing whether equitable tolling applied to breach of contract claim); Stoltz Mgmt. of Del., Inc. v. Entrata, Inc., 2026 WL 252662, at *5 (Del. Super. Ct. Jan. 30, 2026) (same); Jeter v. RevolutionWear, Inc., 2016 WL 3947951, at *10–11 (Del. Ch. July 19, 2016) (applying equitable tolling to fraudulent inducement claim). 36 See Moelis, 2026 WL 184868, at *16 n.104 (stressing that laches “may dictate that the Court of Chancery bar a presumptively timely lawsuit filed within the analogous limitations period”). 19  This case involves plaintiffs suing after the analogous statutory period. There is thus little to be gained by deciding between the statute of limitations and laches. But the court will follow custom and conduct the analysis anyway. “If a plaintiff brings a legal claim seeking legal relief in the Court of Chancery, the statute of limitations (and its tolling doctrines) logically should apply strictly and laches should not apply.”37 If a plaintiff brings an equitable claim seeking equitable relief, “the doctrine of laches applies and any applicable statute of limitations would apply only by analogy,” but “the Court tends to afford great weight to the analogous statutory period … and may bar a claim without further laches analysis.”38 “When an equitable claim seeks legal relief or a legal claim seeks equitable relief, the Court also will apply the statute of limitations by analogy, but with at least as much and perhaps more presumptive force.”39 The New Expense Claims assert breaches of the Partnership Agreement and breaches of AT&T’s fiduciary duties. The natural remedy for each is an award of money damages. The laches analysis therefore tracks the statute of limitations analysis. For this case, the resulting inquiry has four steps: (1) identifying the limitations period; (2) applying an accrual method; (3) identifying the operative 37 Kraft, 145 A.3d at 983. 38 Id. 39 Id. 20 complaint for purposes of assessing when the claim was asserted, and (4) evaluating any tolling doctrines. 2. The Limitations Period The first step is to determine the analogous statute of limitations. Delaware’s general statute of limitations states: No action to recover damages for trespass, no action to regain possession of personal chattels, no action to recover damages for the detention of personal chattels, no action to recover a debt not evidenced by a record or by an instrument under seal, no action based on a detailed statement of the mutual demands in the nature of debit and credit between parties arising out of contractual or fiduciary relations, no action based on a promise, no action based on a statute, and no action to recover damages caused by an injury unaccompanied with force or resulting indirectly from the act of the defendant shall be brought after the expiration of 3 years from the accruing of the cause of such action; subject, however, to the provisions of §§ 8108-8110, 8119 and 8127 of this title.40 The plaintiffs have framed the New Expense Claims as (i) breaches of fiduciary duty (Counts I and III), (ii) aiding and abetting breaches of fiduciary duty (Count IV); (iii) unjust enrichment (Count V), (iv) breaches of contract (Count VI), and (v) tortious 40 10 Del. C. § 8106(a). 21 interference with contract (Count VII).41 A three-year statute of limitations governs each claim.42 3. Accrual The second step is to determine when the claims accrued.43 That date matters because the statute of limitations begins to run from claim accrual.44 Delaware is an occurrence-rule jurisdiction, meaning that a cause of action accrues when the wrongful act occurs, even if the plaintiff does not know about the event or the possible cause of action.45 “The ‘wrongful act’ is a general concept that varies depending on the nature of the claim at issue. For breach of contract claims, 41 The plaintiffs have not framed Count II as a New Expense Claim. That count asserts a breach of fiduciary duty against the general partner for failing to monitor the Partnership’s business and ensure that AT&T appropriately allocated revenue and expenses to the Partnership. That claim does not hinge on the rates AT&T charged the Partnership for interconnect service or caused the Partnership to pay for spectrum. 42 See Garfield v. Allen, 277 A.3d 296, 318 (Del. Ch. 2022) (“The statute of limitations is three years for a claim for breach of fiduciary duty, a claim for breach of contract, and a claim for unjust enrichment.”); Dubroff v. Wren Hldgs., LLC, 2011 WL 5137175, at *12 (Del. Ch. Oct. 28, 2011) (“Under Delaware law, claims for breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, and unjust enrichment … are generally addressed with re