Techno-X USA Inc. v. Spartan Forge LLC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TECHNO-X USA INC., ) ) Plaintiff/Counterclaim- ) Defendant, ) ) v. ) C.A. No. 2024-1313-LWW ) SPARTAN FORGE LLC, and WILLIAM ) J. THOMPSON, ) ) Defendants/ ) Counterclaim-Plaintiffs, ) ) v. ) ) VOSKER CORPORATION, and JIMMY ) ANGERS, ) ) Counterclaim- ) Defendants. MEMORANDUM OPINION Date Submitted: July 8, 2026 Date Decided: October 15, 2026 David E. Wilks, Scott B. Czerwonka & Matthew C. Conover, WILKS LAW, LLC, Wilmington, Delaware; Counsel for Techno-X USA Inc., Vosker Corporation, and Jimmy Angers Richard L. Renck & Michael B. Gonen, DUANE MORRIS LLP, Wilmington, Delaware; Lewis Rhodes, RESTON LAW GROUP, LLP, Reston, Virginia; Counsel for Spartan Forge LLC and William J. Thompson WILL, Vice Chancellor  Techno-X USA Inc. invested in Spartan Forge LLC as part of a partnership between Spartan Forge and Techno-X’s parent, Vosker Corporation. They planned to combine Spartan Forge’s predictive hunting software with Vosker’s trail camera technology. Their agreements granted Techno-X a minority equity interest, exclusivity and governance protections, and defined paths to acquire Spartan Forge. While accepting Techno-X’s capital, Spartan Forge’s managing member secretly negotiated an asset sale to Vosker’s main competitor. He pursued that sale without the required approvals while putting off the completion of a services agreement with Vosker. Spartan Forge’s cofounders devised a plan to shed Techno-X as an investor. Spartan Forge provoked pretextual contractual defaults to terminate Techno-X’s membership and forcibly redeem its units. Techno-X sued. In the first phase of this bifurcated proceeding, I find that Spartan Forge breached the exclusivity and consent provisions in the parties’ agreements and that its managing member breached a budget-reporting obligation. I also conclude that Spartan Forge lacked valid grounds to terminate Techno-X’s membership. As relief, I award nominal damages, declare the termination and redemption invalid, and restore Techno-X’s membership and governance rights. To ensure this relief is not illusory, I equitably extend certain contractual deadlines. But I decline to grant additional exclusivity, a permanent injunction, or fee shifting. The remaining counterclaims await the second phase of this proceeding. 1 I. BACKGROUND The following facts were stipulated to by the parties or proven by a preponderance of the evidence at trial.1 A. Vosker and its Industry Vosker Corporation is a Canadian entity headquartered in Quebec that provides surveillance and monitoring solutions in the hunting and wildlife space.2 It was founded in 2018 by brothers Jimmy Angers (“Angers”) and Danny Angers, along with industry veteran Yan Gagnon—the founder of trail camera company SpyPoint.3 Angers currently serves as Vosker’s President and Chief Executive Officer.4 Vosker operates through several wholly owned subsidiaries, including Techno-X USA Inc.—a Delaware corporation created to facilitate Vosker’s business 1 See Joint Pre-trial Stipulation and Order (Dkt. 168) (“PTO”). Trial occurred over two days, during which five fact witnesses testified live. Trial testimony is cited as “[Name] Tr.” See Apr. 15-16 Trial Trs. (Dkts. 182-84). The trial record contains 827 joint exhibits, including six deposition transcripts. Exhibits are cited by the numbers provided on the parties’ joint exhibit list as “JX __,” unless otherwise defined. See Ex. A to Joint Pre-trial Stipulation and Order (Dkt. 168) (Joint Ex. List). Pincites are to the joint exhibit pagination. Exhibits lacking internal pagination are cited by the last four digits of their Bates stamps. Deposition transcripts are cited as “[Name] Dep.” See Notice of Lodging of Deps. (Dkt. 177). 2 PTO ¶¶ 30, 37; Angers Tr. 14-15 (describing Vosker’s product lines, which are comprised of both “physical cameras” and its “software”). 3 Angers Tr. 8. In 2019, the founders “incorporated [the] SpyPoint brand under Vosker.” Id. at 10. 4 Id. at 10. 2 in the United States.5 Techno-X was used to “make the investment” at issue in this litigation.6 Vosker operates within a “very competitive,” “mature” market.7 It is one of four principal players in the remote area monitoring and hunting camera industry, alongside Plastic Research and Development Corporation (“PRADCO”)’s Moultrie brand.8 To keep pace, Vosker constantly strives to innovate its products.9 B. The Early Partnership Vosker identified Spartan Forge LLC as a potential business partner in late 2021.10 Spartan Forge is a Delaware limited liability company that develops technology for the “outdoor activities market,” founded by William J. Thompson and Ted Lavon Belser II.11 Vosker hoped to combine Spartan Forge’s predictive software, which forecast “when” animals would move, with field data from Vosker’s SpyPoint cameras showing “where” the animals were located.12 5 PTO ¶ 29; Angers Tr. 10. 6 Angers Tr. 10-11. 7 Id. at 21-22. 8 Id. at 22-23; PTO ¶ 35. PRADCO is an Arkansas corporation that operates brands including Pradco Outdoors, Moultrie Mobile, and Moultrie Products. PTO ¶ 35. 9 Angers Tr. 22. 10 Id. at 24; PTO ¶¶ 38, 39. 11 PTO ¶¶ 32-34. 12 Angers Tr. 24-26; Belser Tr. 488-90. 3  An integrated product promised Vosker a competitive edge in a saturated market and an improved user experience.13 Although Vosker contemplated building a similar product internally, it felt that a partnership with Spartan Forge would be a “better and faster” option.14 Spartan Forge also stood to benefit from the partnership, which would offer it access to Vosker’s “large user base,” “large number of cameras,” and “large amount of data.”15 The partnership also gave Spartan Forge the potential for a liquidity event.16 The parties first explored a partnership through a licensing arrangement.17 Spartan Forge granted Vosker an exclusive, worldwide license to use data extracted from its predictive software in exchange for $150,000 upfront, plus monthly payments of $45,000.18 The agreement barred Spartan Forge from engaging with Vosker competitors.19 After the license agreement expired in March 2023, Vosker and Spartan Forge began to discuss a larger-scale strategic investment.20 In September 2023, they 13 Angers Tr. 24-26. 14 Rousseau Tr. 472-73. 15 Belser Tr. 498; see Thompson Tr. 594-95, 616-17. 16 Angers Tr. 295; Laaboudi Tr. 309-10. 17 Laaboudi Tr. 308-09. 18 PTO ¶ 39. 19 JX 12 § 9.3. 20 PTO ¶ 41. 4 executed a non-binding indication of interest contemplating that Vosker would acquire a significant equity stake in Spartan Forge.21 In January 2024, they executed a term sheet that conditioned closing on the negotiation of definitive agreements.22 Negotiations continued, culminating in an Updated Binding Term Sheet (the “Term Sheet”) signed on March 8, 2024.23 Among the Term Sheet’s binding provisions was an “Exclusivity; Restriction of Business” clause (the “Exclusivity Provision”).24 This provision required that, for 12 months, Spartan Forge would not, without Techno-X’s prior consent, “solicit, initiate or participate in any discussions or negotiations with,” “encourage or respond to any inquiries or proposals by,” or “enter into any agreement” with a third party concerning the sale or disposition of Spartan Forge’s equity or material assets.25 The Term Sheet separately barred Spartan Forge from providing services or selling products to any Vosker competitor.26 The Term Sheet was structured to protect Vosker’s interests while 21 JX 92; PTO ¶¶ 42-43. 22 PTO ¶¶ 44-45. 23 Id. ¶¶ 46-48; JX 252 (“Term Sheet”). 24 Term Sheet 4. 25 Id.; PTO ¶ 50. 26 Term Sheet 4. 5 incentivizing the parties to increase Spartan Forge’s value in anticipation of a future acquisition.27 On May 17, 2024, the parties—both advised by counsel—executed a Second Amended and Restated Operating Agreement for Spartan Forge (the “LLC Agreement”).28 Techno-X agreed to make capital contributions to Spartan Forge in exchange for Series A Preferred Units representing an initial 6% minority equity interest.29 Techno-X was to make an initial capital contribution of $500,000 at closing, plus 15 monthly payments of $70,666.66 that would allow Techno-X to increase its stake to 12% over time.30 The LLC Agreement outlined two potential paths for Techno-X to acquire Spartan Forge.31 The first was a “Majority Right to Purchase,” under which Techno-X had the right to acquire a total 60% interest in Spartan Forge, inclusive of units previously acquired, at a $15.6 million valuation “within twelve (12) months from the date” any Spartan Forge equity “w[as] first issued” to Techno-X.32 The 27 Belser Tr. 542-44; Thompson Tr. 612-13; Laaboudi Tr. 407. 28 PTO ¶ 52; JX 330 (“LLC Agreement”); Laaboudi Tr. 333; Angers Tr. 211; Term Sheet 1. 29 PTO ¶ 53; LLC Agreement sched. A. Techno-X was referred to as the “Investor” and Spartan Forge as the “Company” in the LLC Agreement. See LLC Agreement, Recitals. 30 LLC Agreement sched. A; PTO ¶ 53; Angers Tr. 77-79; Term Sheet 1; Laaboudi Tr. 331-33. 31 LLC Agreement § 9.8. 32 Id.; Thompson Tr. 665. 6 second was a “Global Right to Purchase,” which gave Techno-X “an exclusive right, at its own discretion, to acquire” Spartan Forge at a 15% discount for 120 days after receipt of an external company valuation.33 Both purchase rights were conditioned on executing a separate services agreement addressing technical integration within 60 days.34 The LLC Agreement gave Techno-X various decisional and information rights, including the right to receive reports and financial statements at regular intervals and consent rights concerning certain “Major Decisions.”35 The authority of Thompson, who served as Spartan Forge’s Managing Member, was circumscribed by these consent rights.36 Techno-X gained the right to designate a member of Spartan Forge’s three-member Board of Directors (the “Board”).37 Angers became the Techno-X-designated member of the Board, joining Thompson and Belser.38 The LLC Agreement further required the parties to hold a quarterly “Alignment Meeting” over the ensuing 24 months.39 The purpose of these meetings 33 LLC Agreement § 9.8; Angers Tr. 92-93, 211. 34 LLC Agreement § 9.8. 35 Id. §§ 7.2, 8.2. 36 Id. §§ 8.1(a), 8.2. 37 Id. § 8.4. 38 Id. § 8.4(a); PTO ¶¶ 33-34. 39 LLC Agreement § 9.9; Angers Tr. 94-95. 7 was to “verify that [Spartan Forge] and [Techno-X] [we]re in alignment with their business objectives.”40 The Alignment Meetings had to “include a review, discussion and approval of the Company’s financial statements, budget, Board meeting agenda, and quarterly strategic vision.”41 C. The Services Agreement Negotiations The parties met in Brossard, Quebec, on June 13 and 14, 2024, to discuss integration phases, Spartan Forge’s cash-flow position, the product roadmap, and marketing strategies.42 Vosker asked that Spartan Forge provide its financial key performance indicators to facilitate negotiations on the commercial terms of a services agreement.43 Vosker anticipated that, once this information was provided, a services agreement could be finalized in short order.44 After the meeting, Spartan Forge delayed.45 It took nearly a month for Spartan Forge to give Vosker sufficient information for it to begin drafting a services agreement.46 By that point, the LLC Agreement’s 60-day timeline for executing a 40 LLC Agreement § 9.9. 41 Id. 42 PTO ¶¶ 54, 56; Angers Tr. 95, 108-09. 43 Angers Tr. 96-97. 44 Id. at 97-98. 45 Id. at 260-63. 46 Id. at 97, 226. 8 services agreement had nearly lapsed.47 The parties agreed to extend the deadline to October 31, 2024.48 Between July and October, the parties negotiated the services agreement and scheduled the first Alignment and Board meetings.49 In the interim, Vosker undertook technical work to prepare for integration.50 The parties exchanged various technical materials.51 On October 29, 2024, Vosker and Spartan Forge representatives met again to discuss the services agreement and integration issues.52 During the meeting, they resolved all outstanding issues concerning finalization of the services agreement.53 Still, Thompson refused to move forward with signing.54 D. The Undisclosed PRADCO Negotiations Thompson’s refusal to execute the services agreement did not stem from unresolved commercial terms. While Spartan Forge continued the services- 47 JX 396; JX 397; JX 459; JX 460. 48 PTO ¶ 57. An amendment to the LLC Agreement reflecting the extension was signed on August 27, 2024. Id. 49 Id. ¶ 58. 50 Rousseau Tr. 475. 51 Id. at 475, 480-81. 52 PTO ¶ 61. 53 Laaboudi Tr. 352-53; Angers Tr. 140-41; PTO ¶ 61. 54 Laaboudi Tr. 352-53; Angers Tr. 140-41; PTO ¶ 61. 9 agreement negotiations and received Techno-X’s capital contributions, Thompson was secretly pursuing a potential transaction with Vosker’s “number one competitor,” Moultrie.55 At the June 14 meeting in Quebec, Thompson told Angers that someone from an unrelated company had offered to introduce Thompson to Moultrie.56 Angers, understanding that Thompson had already responded to Moultrie’s outreach, suggested that Thompson have “one call with them.”57 On June 17, Daniel Wilson— Moultrie Mobile’s General Manager—contacted Thompson through LinkedIn.58 Thompson forwarded the message from Wilson to Angers the next day, writing: “I can take this call and record if you want. Your call.”59 Angers responded: “[N]o need to record. You can take the call, but please don’t say to[o] much from your side. Ask questions to understand his needs.”60 Angers added that if prodded, Thompson should invoke Spartan Forge’s non-disclosure agreements with Vosker to avoid providing substantive information.61 Thompson replied, “[G]ot it.”62 55 Angers Tr. 8-9, 102-03; PTO ¶ 60. 56 Thompson Tr. 593. 57 Angers Tr. 101. 58 JX 366. 59 JX 367; JX 417 at 3; Angers Tr. 103-04. 60 JX 367. 61 Id. 62 Id. 10  On August 2, Thompson sent Angers a LinkedIn message suggesting that they “meet about [his] Moultrie discussion.”63 Angers referred Thompson to Khalil Laaboudi, Vosker’s point person on the Spartan Forge transaction.64 Thompson never gave the requested update.65 Instead, Thompson and PRADCO’s negotiations advanced. By August 22, Spartan Forge had received two nonbinding term sheets and a non-disclosure agreement from PRADCO.66 PRADCO proposed combining Spartan Forge’s mapping and hunting technologies with Moultrie’s hardware system.67 Throughout August, Thompson exchanged multiple communications with Wilson “to get a deal done.”68 Thompson did not provide copies of—or disclose—these communications or the draft term sheets to Vosker.69 63 JX 427. 64 JX 434; Angers Tr. 117-18 (explaining that Angers requested that Thompson share any information he learned with Laaboudi because Thompson “was in constant communication, business communication, with [Laaboudi]” during the transaction); Laaboudi Tr. 305-08 (describing his role in the Spartan Forge transaction). 65 Angers Tr. 101, 106, 118; Thompson Tr. 631-32. 66 Thompson Tr. 633-37; JX 423; JX 463; JX 467. 67 JX 464; JX 465. 68 Thompson Tr. 635-37; JX 448. 69 Thompson Tr. 631-32, 634-35, 637. On September 4, Laaboudi asked Thompson for “the Moultrie communication / invitation [Thompson] received.” JX 37 at 54. Thompson responded: “He text[ed] me I can send a screen shot. Otherwise it’s been phone calls.” Id. The screenshot he shared was a text from “EBSCO,” the parent-affiliate of PRADCO, asking if Thompson “ha[d] a few minutes to connect any time tomorrow morning.” JX 40. No additional context was provided. 11  By October, the PRADCO transaction was well underway. On October 2, Spartan Forge’s Belser and Thompson met with Moultrie’s Wilson to discuss what PRADCO “would be willing to buy.”70 Twelve days later, PRADCO sent a revised term sheet contemplating a $20 million asset purchase.71 Wilson wrote that the “ultimate goal of the transaction” was to effectuate a “technical integration [of] Moultrie” and Spartan Forge by summer 2025.72 On October 29—the same day Thompson refused to execute the proposed services agreement with Techno-X—PRADCO sent a letter of intent to purchase Spartan Forge’s assets for $20 million, with a target closing date of December 13.73 Thompson did not disclose the proposal to Vosker.74 In November and December, PRADCO undertook diligence of Spartan Forge while exchanging drafts of an asset purchase agreement and discussing timing and integration.75 On December 13, PRADCO circulated a revised letter of intent contemplating an asset purchase agreement to be executed on December 16.76 70 Belser Tr. 562. 71 JX 541. 72 Id. 73 JX 569. 74 Thompson Tr. 640-41. 75 PTO ¶¶ 64, 66, 69. 76 Id. ¶ 70; JX 672 (“This letter . . . sets forth the terms and conditions upon which [PRADCO] . . . proposes to acquire 100% of the assets constituting the entire business and 12 Thompson believed that the PRADCO transaction was “on the doorstep” to closing.77 E. The Manufactured Breach As the PRADCO transaction progressed, Spartan Forge’s relationship with Vosker deteriorated. Belser came to view Vosker as a “le[e]ch” on the business.78 He and Thompson took steps to sever the relationship.79 On October 16, Belser sent an email to Thompson titled “Declaration of Independence from V[osker],” with the goal to “shed Vosker as an investor and sell the company.”80 The email outlined three potential courses of action.81 The first option was to demand that Techno-X schedule an Alignment Meeting as specified by the LLC Agreement and declare an uncured breach when Techno-X inevitably missed the ten-day deadline.82 The second option was to force Techno-X into a sale enterprise of [Spartan Forge] . . . .”). Draft letters of intent and related documents had been exchanged between October and December. See JX 569; JXs 620-21; JXs 654-55; JX 710. 77 Thompson Tr. 643. 78 Belser Tr. 541. 79 Id. at 566 (explaining that once the PRADCO transaction “took hold,” Spartan Forge decided to sever ties with Vosker). 80 JX 555; JX 548; Belser Tr. 566-67. 81 JX 555. 82 Id. 13 by invoking drag-along rights.83 And the third option was to persuade Techno-X to voluntarily divest its Spartan Forge equity.84 Spartan Forge pursued the first option. On October 25, it sent a letter claiming that Techno-X had failed to schedule a quarterly Alignment Meeting.85 It demanded that a meeting be held within ten days “to avoid breach of contract.”86 The parties held an Alignment Meeting on November 7.87 The LLC Agreement dictated that Spartan Forge’s financial statements, operating budget, Board meeting agenda, and strategic vision be reviewed, discussed, and approved at these meetings.88 But Spartan Forge sent no materials to Vosker ahead of time.89 Instead, Belser showed spreadsheets “live on Teams” that were outdated, contained mismatched past entries, and lacked key information.90 Angers questioned why projections for the upcoming months excluded Techno-X’s monthly capital 83 Id. 84 Id. 85 JX 567; PTO ¶ 59. 86 JX 567. 87 PTO ¶ 63. 88 LLC Agreement § 9.9. 89 Angers Tr. 152-53; Belser Tr. 567-68 (admitting that the documents were not provided in advance of the meeting); see JX 830 (recording of the Alignment Meeting on Microsoft Teams). 90 Angers Tr. 152-53. 14 contributions to Spartan Forge.91 Belser responded that Spartan Forge did “not intend to receive any more money.”92 Because the participants did not cover all required agenda items, Vosker’s representatives attempted to schedule a follow-up discussion.93 Spartan Forge deflected.94 On November 14, Thompson emailed Angers to say that the parties’ relationship had run its course.95 He proposed that Techno-X sell its membership interest back to Spartan Forge at a $15.6 million valuation, with payment via a promissory note repayable within six months.96 Techno-X declined. F. The Notice of Termination On November 20, Spartan Forge delivered a written notice of termination to Techno-X, purporting to initiate the LLC Agreement’s process of terminating its membership.97 It asserted that Techno-X breached its obligation to hold a quarterly Alignment Meeting by failing to cover required agenda items, including the budget 91 Id. at 151-52. 92 Id. at 151. 93 JX 588; JX 593. 94 JX 615. 95 JX 597; PTO ¶ 67. 96 PTO ¶ 67. 97 JX 606; JX 607; PTO ¶ 68. 15 and strategic vision.98 It further asserted that Techno-X had “caused material harm to [Spartan Forge’s] financial prospects” through alleged actions and omissions of Vosker and its representatives.99 Vosker’s in-house counsel responded on Techno-X’s behalf on November 29.100 She noted that the parties had reviewed the financial statements and budget at the November 7 Alignment Meeting and attributed their inability to cover remaining topics to Spartan Forge’s failure to provide materials in advance.101 She emphasized that Techno-X’s offer to continue the meeting on another date “remained unanswered.”102 Finally, she rejected the notion that the alleged conduct supplied contractual grounds to terminate Techno-X’s membership.103 G. The December Meetings On December 12, Thompson and Belser participated in a video meeting with Vosker, which Belser recorded.104 Reading from a script, Thompson represented that Spartan Forge had done “extremely well in sales” in 2024 and felt confident in 98 JX 607. 99 Id. 100 JX 614; JX 615; PTO ¶ 68. 101 JX 615. 102 Id. 103 Id. 104 JX 831. 16 its “ability to sustain [itself].”105 He suggested that perhaps “in a year,” the parties could discuss a 100% acquisition of Spartan Forge by Vosker.106 The next day, December 13—when PRADCO circulated its final letter of intent—Spartan Forge noticed a special Board meeting for December 17 to discuss “business matters.”107 At the December 17 meeting, Thompson presented the proposed PRADCO transaction, describing its structure and the consents required under the LLC Agreement.108 He proposed a Board vote to approve the transaction in principle.109 This was the first time Angers—a Board member—had received notice of the PRADCO transaction.110 He objected, expressing “shock[]” that Spartan Forge had “negotiated a deal to sell all of its assets . . . to a [Vosker] competitor.” 111 Vosker’s in-house counsel asked whether Spartan Forge had considered that the parties’ 105 Id.; Thompson Tr. 654-55. 106 JX 831; Thompson Tr. 657. 107 JX 677; PTO ¶ 71. 108 JX 718; PTO ¶ 72; Angers Tr. 166. 109 PTO ¶ 73. 110 Angers Tr. 174. 111 JX 768 (“Despite having the opportunity to bring this transaction to our attention multiple times before the Meeting . . . we were not informed about this transaction until the Meeting. Moreover, the full Board was not consulted before pursuing such a transaction or engaging in any negotiations in respect thereof, nor was the Board’s consent obtained before engaging counsel and incurring other expenses in connection with such negotiations. We are at a loss to understand how this process could unfold without any notice to the Board and without the Board’s participation.”); PTO ¶ 74. 17 agreements prohibited it from engaging with a Vosker competitor.112 The meeting was adjourned until December 24.113 Spartan Forge sent the transaction documents to Vosker shortly after the adjournment.114 H. This Litigation and Subsequent Events Techno-X filed this lawsuit on December 18, 2024, seeking emergency relief to enjoin Spartan Forge from carrying out the PRADCO transaction due to alleged breaches of its rights under the LLC Agreement.115 On December 19, PRADCO notified Spartan Forge that it no longer intended to pursue the transaction, mooting Techno-X’s request for an injunction.116 On December 30, Spartan Forge answered and asserted counterclaims against Techno-X, Angers, and Vosker for breach of contract, breach of fiduciary duty, and tortious interference with contract.117 It also sought a declaratory judgment that it had the right to trigger the LLC Agreement’s involuntary termination provision.118 112 JX 718. 113 PTO ¶ 74. 114 JXs 719-22; JX 733; Angers Tr. 174-75. 115 Verified Compl. (Dkt. 1). 116 Letter from Counsel (Dkt. 5); PTO ¶ 6. 117 Answer and Countercl. (Dkt. 21) ¶¶ 71-76, 82-91. 118 Id. ¶¶ 77-81. 18  Techno-X amended its complaint on January 3, 2025.119 The operative pleading advanced claims for breach of contract against Spartan Forge and Thompson, and a tortious interference claim against PRADCO.120 While this litigation was pending, Spartan Forge took further steps to consolidate its position. On February 11, it held a member meeting at which the voting members approved resolutions purporting to amend the LLC Agreement to confirm Thompson’s authority to negotiate with PRADCO.121 Techno-X abstained.122 The next day, Techno-X moved for a temporary restraining order to prevent the resolutions from being acted upon.123 I denied the motion because PRADCO represented that it would not pursue a transaction before judicial relief issued.124 On March 3, the parties cross-moved for partial summary judgment on certain threshold legal issues.125 119 Verified Am. Compl. (Dkt. 24). 120 Id. ¶¶ 35-53. 121 PTO ¶ 12. 122 Id. 123 Id. ¶ 14; Pl.’s Second Mot. for a Temporary Restraining Order (Dkt. 58). 124 Order Denying Temporary Restraining Order (Dkt. 69); PTO ¶ 15. 125 See Defs.’ Opening Br. in Supp. of Mot. for Summ. J. (Dkt. 80); Pl.’s Cross-Mot. Regarding Threshold Issues of Law (Dkt. 81). 19  Several weeks later, on April 30, Spartan Forge purported to redeem Techno-X’s membership interest.126 On June 9, I denied the defendants’ motion for summary judgment and largely granted Techno-X’s cross-motion on threshold issues, holding that the binding provisions (including the Exclusivity Provision) of the Term Sheet survived and were not extinguished by the LLC Agreement’s integration clause, and that the February 11 resolutions attempting to amend the LLC Agreement were ineffective.127 Techno-X subsequently dismissed its claim against PRADCO.128 The parties agreed to bifurcate the remainder of this proceeding. Phase one includes Techno-X’s claims for breaches of the Term Sheet and LLC Agreement regarding exclusivity, consent rights, and information and governance rights, alongside Spartan Forge’s counterclaim seeking a declaratory judgment validating its involuntary termination of Techno-X’s membership.129 The phase one trial took 126 Pl.’s Mot. for Entry of Proposed Order Implementing June 9 Ruling and Restoring and Preserving Status Quo (Dkt. 131); PTO ¶ 22. 127 Letter Op. Resolving Cross-Mots. for Summ. J. (Dkt. 126) (“Summ. J. Letter Op.”). During the intervening period, I requested supplemental submissions on a Quebec choice- of-law provision in the Term Sheet and its effect on the cross-motions. See PTO ¶ 19. The parties have since agreed that there is no material difference between Quebec and Delaware law “for purposes of this case,” and have “stipulate[d] to the application of Delaware law.” PTO ¶ 21 (citing Summ. J. Letter Op. 12). 128 Notice of Dismissal (Dkt. 156); PTO ¶ 25; JX 827. 129 PTO ¶¶ 26-27. 20 place from April 15 to 16, 2026.130 Post-trial briefing concluded on June 24.131 I heard post-trial oral argument on July 8, and the matter was submitted for decision.132 The defendants’ counterclaims for breach of contract, breach of fiduciary duty, and tortious interference will be adjudicated in the second phase.133 II. ANALYSIS Techno-X claims that Spartan Forge breached the Term Sheet and LLC Agreement.134 Spartan Forge, in turn, contends that it validly terminated Techno-X’s membership under the LLC Agreement.135 The parties have the burden of proving their respective claims by a preponderance of the evidence.136 Techno-X proved that Spartan Forge breached the Exclusivity Provision in the Term Sheet and consent provisions in Section 8.2(a) of the LLC Agreement by 130 Judicial Action Form (Dkt. 179). 131 See Pl. and Countercl. Defs.’ Opening Post-trial Br. (Dkt. 191) (“Pl.’s Post-trial Opening Br.”); Defs. Spartan Forge LLC and Thompson’s Opening Post-trial Br. (Dkt. 190) (“Defs.’ Post-trial Opening Br.”); Pl. and Countercl. Defs.’ Answering Post-trial Br. (Dkt. 200) (“Pl.’s Post-trial Answering Br.”); Defs. Spartan Forge LLC and Thompson’s Answering Post-trial Br. (Dkt. 201) (“Defs.’ Post-trial Answering Br.”). 132 See Tr. of Post-trial Oral Arg. (Dkt. 209). 133 PTO ¶ 27. 134 Pl.’s Post-trial Opening Br. 29-56. 135 Defs.’ Post-trial Opening Br. 26-47. 136 See Revolution Retail Sys., LLC v. Sentinel Techs., Inc., 2015 WL 6611601, at *9 (Del. Ch. Oct. 30, 2015) (“Proof by a preponderance of the evidence means proof that something is more likely than not.”). 21 pursuing the undisclosed negotiations with PRADCO. It further proved that Thompson committed a technical breach of Section 7.2(c) of the LLC Agreement by failing to deliver a budget on time. Spartan Forge’s counterclaim for a declaratory judgment validating its involuntary termination of Techno-X, however, is without factual or legal support. A. Techno-X’s Claims for Breach of Exclusivity and Consent Rights Techno-X claims that Spartan Forge breached the Exclusivity Provision in the Term Sheet and certain consent provisions in the LLC Agreement.137 To prevail on these claims, Techno-X must prove the existence of a contract, a breach of a contractual obligation, and resulting damages.138 I previously held that the Term Sheet’s binding provisions remain in effect because the LLC Agreement’s integration clause is limited to the “subject matter of the LLC Agreement,” which governs internal management and member relations.139 At present, Spartan Forge does not challenge the validity or enforceability of the Term Sheet or LLC Agreement.140 137 Pl.’s Post-trial Opening Br. 30-33. 138 VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003). 139 Summ. J. Letter Op. 16-17 (explaining that the LLC Agreement is silent on the exclusivity and business restriction issues in the binding provisions of the Term Sheet); see LLC Agreement § 11.10; PTO ¶ 20. 140 PTO ¶¶ 48, 52. 22  My analysis of the relevant contractual obligations follows settled principles of contract interpretation.141 “Delaware law adheres to the objective theory of contracts,” which means that “a contract’s construction should be that which would be understood by an objective, reasonable third party.”142 “When interpreting a contract, [the] Court ‘will give priority to the parties’ intentions as reflected in the four corners of the agreement.’”143 Where a contract is unambiguous, the court gives effect to the “plain-meaning of the contract’s terms and provisions.”144 It must assess the contract “as a whole and . . . give each provision and term effect, so as not to render any part of the contract mere surplusage.”145 1. The Exclusivity Provision In the Term Sheet’s Exclusivity Provision, Spartan Forge promised not to solicit, initiate, or participate in discussions or negotiations concerning the sale of its 141 The LLC Agreement is governed by Delaware law. The Term Sheet is governed by Quebec law, but the parties have “stipulate[d] to the application of Delaware law” for purposes of resolving the present claims. PTO ¶ 21 (citing Summ. J. Letter Op. 12). 142 Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010)). 143 Id. at 368 (quoting GMG Cap. Invs., LLC v. Athenian Venture P’rs I, L.P., 36 A.3d 776, 779 (Del. 2012)). 144 Osborn, 991 A.2d at 1159-60; see also Rhone-Poulenc Basic Chems. Co. v. Am. Motorists Ins., 616 A.2d 1192, 1195 (Del. 1992) (“Clear and unambiguous language . . . should be given its ordinary and usual meaning.”). 145 Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393, 396-97 (Del. 2010)). 23 securities or material assets without Techno-X’s authorization.146 It further agreed not to provide services or sell products to any Vosker competitor.147 The full Exclusivity Provision states that Spartan Forge would not: [w]ithout the prior consent of [Techno-X], directly or indirectly: i. solicit, initiate or participate in any discussions or negotiations with, or encourage or respond to any inquiries or proposals by any person or entity or enter into any agreement, other than with [Techno-X], concerning (A) any financing of [Spartan Forge] or (B) the issuance, sale or disposition of any securities of [Spartan Forge] or any similar transaction, or the issuance, sale or disposition of any material assets of [Spartan Forge]; and ii. provide any services or sell any products to any person or entity that is a competitor of [Techno-X’s] Business.148 Spartan Forge was bound by this provision for twelve months after the Term Sheet took effect.149 Techno-X asserts that Spartan Forge breached the Exclusivity Provision by engaging in negotiations with PRADCO that culminated in a proposed asset purchase agreement.150 The evidence at trial proves it right. From the initial LinkedIn messages to subsequent calls and communications throughout the summer of 2024, Thompson “participate[d] in . . . discussions” with PRADCO—a 146 Term Sheet 4; see also id. at 5 (defining Techno-X’s “Business” as the “business listed in Schedule A of the Exclusive Data License Agreement”). 147 Term Sheet 4. 148 Id. (emphasis added). 149 Id. 150 Pl.’s Post-trial Opening Br. 29. 24 competitor of Vosker—regarding the “sale or disposition of [Spartan Forge] assets.”151 PRADCO’s transmission of term sheets in August, a letter of intent on October 29, and a final draft purchase agreement on December 3 confirms the extent of Spartan Forge’s participation in negotiations regarding a prohibited sale.152 These actions breached the Exclusivity Provision. Spartan Forge insists that it did not breach the Term Sheet because Angers “gave consent” after Thompson disclosed his initial outreach from Moultrie.153 The record shows otherwise. Angers never consented to Thompson having substantive discussions—much less acquisition negotiations—with a Vosker competitor.154 He suggested only that Thompson connect with Moultrie’s Wilson to gather information but cautioned Thompson not to “say to[o] much.”155 Thompson acknowledged those limits.156 At trial, Thompson conceded that he did not understand Angers to have given Spartan Forge consent to discuss a transaction with PRADCO.157 Techno-X 151 Term Sheet 4; see Thompson Tr. 604-06, 635; see supra Section I.D. 152 See Term Sheet 4; JX 423; JX 569; JX 620; JX 621; see supra Section I.D. 153 Defs.’ Post-trial Answering Br. 16 (citing JX 367; JX 417). 154 JX 479; Angers Tr. 104-06 (“I said, ‘You can take the call . . . .’ Again, talking about this quick call that will last a few minutes.”). 155 JX 417 at ‘0786. 156 Id.; Angers Tr. 105. 157 Thompson Tr. 629-31 (Q: “Jimmy Angers never consented to you or anyone else at Spartan Forge for Spartan Forge to have a discussion with PRADCO or Moultrie about a transaction, did he?” A: “No.”). 25 was left in the dark until December 17, when Spartan Forge first revealed the PRADCO transaction at a Board meeting.158 2. The Consent Rights Section 8.2 of the LLC Agreement subjects specified “Major Decisions” to collective approval requirements and, for the decisions enumerated in Section 8.2(b), Techno-X’s individual consent.159 Relevant here, Section 8.2(a)(v) required approval of the Spartan Forge Board and a “Majority in Interest of the Members” before making “[a]ny decision to enter into or negotiate any strategic partnership with any Person regarding the Company’s software or outdoor hunting application.”160 Section 8.2(a)(xi) likewise required Board and majority-member approval before “enter[ing] into or negotiat[ing] an agreement with a Person whose business, in whole or in part, relates to designing or distributing cellular remote area monitoring devices and solutions for remote area monitoring.”161 158 See Belser Tr. 572 (acknowledging that Spartan Forge first alerted Techno-X to the PRADCO transaction on December 17). 159 LLC Agreement § 8.2. 160 Id. § 8.2(a)(v). There are two Sections 8.2(a)(v). The quoted text is