Melissa Brandao v. HerdDogg, Inc.

COURT OF CHANCERY OF THE STATE OF DELAWARE LEONARD L. WILLIAMS JUSTICE CENTER TIMOTHY J. FOX, JR. 500 NORTH KING STREET, SUITE 11400 MAGISTRATE IN CHANCERY WILMINGTON, DE 19801-3734 September 28, 2026 Via File & ServeXpress Melissa Brandao Charles J. Brown III, Esquire 90 W. Madison Avenue, Suite E393 Gellert Seitz Busenkell & Brown LLC Belgrade, MT 59714 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Re: Melissa Brandao v. HerdDogg, Inc., C.A. No. 2026-0824-TJF Dear Counsel & Parties: This letter decision resolves the petitioner’s motion to recuse myself as the presiding judicial officer. Petitioner has moved to seek my recusal under Rule 2.11 of the Delaware Judges’ Code of Judicial Conduct following the letter decision denying a motion to disqualify respondent’s counsel, and asserting petitioner’s concerns that she is receiving different treatment than the respondent. Petitioner asserts such differential treatment is discernable when I have asked questions during the proceeding and resolved motions pending in the proceeding. Petitioner is a self- represented litigant and is involved in litigation in other forums simultaneously with this case. I state unequivocally that none of the specific instances suggesting that disqualification would be appropriate are present in this case. I explain after C.A. 2026-0824-TJF September 28, 2026 Page 2 of 43 discussion of petitioner’s concerns that I do not harbor any subjective prejudice to the petitioner. I further explain why an objective observer should find the same. The motions decided in this case and currently pending have different standards and burdens allocated to the parties. I have, and will continue, to apply those standards and burdens consistent with applicable law and the Code of Judicial Conduct. As this is not a final disposition of the case, any exceptions or appeal of this report are stayed consistent with Court of Chancery Rule 144. I. BACKGROUND This motion is one of several pending items submitted for consideration in this case commenced on June 23, 2026 by the filing of a Verified Petition for Appointment of Receiver Pursuant to 8 Del. C. § 291 (the “Petition”).1 Melissa Brandao (“Petitioner”), seeks a receiver asserting that HerdDogg, Inc. (“Respondent”) is insolvent, and that the insolvency plus factors require an independent fiduciary to investigate numerous issues and act in creditors and stockholders best interests.2 Petitioner is the Founder and a former officer and 1 Docket (“Dkt.”) 1. 2 Id. ¶¶ 24 & 36-38. C.A. 2026-0824-TJF September 28, 2026 Page 3 of 43 director of the Respondent, who departed from Respondent’s management in 2022. 3 Petitioner is also a stockholder of Respondent.4 Respondent is a Delaware corporation and operates in the agricultural technology sector. 5 No other individual or entity is a named respondent or defendant in the Petition. 6 I held a hearing on July 20, 2026 to consider Petitioner’s motion to expedite and motion for a temporary restraining order (“TRO”). 7 I denied those requests as stated on the record, and will be discussed further below.8 Respondent has moved to dismiss the Petition (the “Motion to Dismiss”), and that Motion to Dismiss is fully briefed. 9 Oral argument on the Motion to Dismiss is set for October 15, 2026 by Zoom. 10 In connection with the Petition, the Petitioner on August 5, 2026 filed her Motion for Disqualification of Respondent’s Counsel and for Relief. 11 The Motion 3 Dkt. 1 ¶¶ 1 & 14 (“Following Petitioner’s departure from the Company’s management, the Controlling Shareholders assumed operational control. From and after 2022, the Controlling Shareholders have managed the Company . . . .”). 4 Id. ¶ 1. 5 Id. ¶ 2. 6 Dkt. 1. 7 See Dkts. 44 & 55. 8 See July 20, 2026 Hearing Tr. 50:14 - 70:13; infra Section A.2. 9 Dkts. 45, 88, & 121. 10 Dkt. 159. 11 Dkt. 80 (“Motion for Disqualification”). C.A. 2026-0824-TJF September 28, 2026 Page 4 of 43 for Disqualification was likewise fully briefed.12 I issued a report deciding the Motion for Disqualification, taking the matter under advisement on the papers, denying the Petitioner’s motion for the reasons set forth therein. 13 That sequencing was a request made by the Petitioner.14 As of September 11, 2026, the Respondent’s motion for sanctions against the Petitioner is also fully briefed (the “Motion for Sanctions”). 15 On September 16, 2026, the Petitioner filed the Motion to Recuse Magistrate Timothy J. Fox, Jr, (the “Motion to Recuse”). 16 The Motion to Recuse seeks: (a) my recusal; (b) a stay of further substantive proceedings pending determination of the motion, or if denied, a stay to permit Petitioner to seek review of the decision on the Motion to Recuse,17 before disposition of the Motion to Dismiss or Motion for 12 Dkts. 82, 134, & 138. Dkt. 82 does not have pagination, so I cite to the pages reflected in the browser or PDF viewer for the document. Dkt. 138 is likewise unpaginated and cited in the same manner. 13 Dkt. 157. 14 Dkts. 122 & 123. 15 Dkts. 113, 136, & 155. 16 Dkts. 160-67. The Motion to Recuse was filed twice, as it appears that Dkt. 162 attached the same underlying document as Dkt. 161 rather than the exhibit that was intended. I will cite to Dkt. 164 and its exhibits to avoid confusion. For pincites I refer to the page reflected in the browser or PDF viewer, as Dkt. 164 does not have separate pagination. 17 As this decision is a report, but not a final report, I likewise recommend exceptions should be stayed until a final report is issued in this case. See Luthra v. HIR Holdings LP, 2026 WL 2296616, *1 (Del. Ch. Aug. 10, 2026) (in discussing Chancery Rule 144, “[t]he effect is to require in most instances that parties hold their exceptions until the C.A. 2026-0824-TJF September 28, 2026 Page 5 of 43 Sanctions; and (c) in the alternative, if recusal is not granted, then reassignment of the case to serve the administration of justice even in the absence of actual bias.18 A. Facts Relevant to the Motion to Recuse 1. Events and Related Information Leading Up to the July 20, 2026 Hearing Prior to Chancellor McCormick’s order assigning this action to me, on June 23, 2026,19 I had no awareness of Petitioner or Respondent. On June 26, 2026, I issued a letter to set a telephonic hearing on Petitioner’s motion to expedite for July 20, 2026, subject to submission of an affidavit of giving notice.20 On July 1, 2026, Petitioner filed her affidavit and an exhibit demonstrating notice.21 On July 7, 2026, Petitioner filed a motion for TRO.22 Annexed to the TRO was an exhibit, where the Respondent’s then-CEO, Andrew Uden, wrote to Petitioner and to an employer of the Petitioner, regarding the Petitioner’s obligations under confidentiality and invention assignment agreements.23 On July 8, 2026, I sent a further letter, conclusion of the action. The rule is designed to ensure that proceedings are staged in an efficient manner, not to preclude a party from filing exceptions.”). 18 Dkt. 164 at p. 16-17. 19 Dkt. 2. 20 Dkt. 4. 21 Dkts. 6-7. 22 Dkt. 8. 23 Id. Ex. A. C.A. 2026-0824-TJF September 28, 2026 Page 6 of 43 scheduling the TRO for consideration on July 20, 2026 as well, as Petitioner had attached an affidavit of mailing consistent with service of the motion to expedite. 24 On July 9, 2026, Petitioner submitted a “Notice of Supplemental Evidence Regarding Corporate Insolvency and Personnel Diversion” 25 (the “Supplemental Notice”). The Supplemental Notice attached another affidavit of mailing, but also included Exhibits that were not included with the Petition, the motion to expedite, or the TRO. 26 The Supplemental Notice set forth Petitioner’s contention that: Taken all together, Exhibits A, B, and C demonstrate a calculated, bad- faith corporate strategy. The Defendants formally acknowledged HerdDogg’s insolvency months ago, held out unfulfilled revenue promises to stall accountability, and have now stripped HerdDogg of its remaining human infrastructure to launch an adjacent business that benefits new shareholders while diverting potential revenue away from HerdDogg’s original shareholders. Given the importance stated in the previous letter from Andrew Uden that the HerdDogg Inventions Agreement is taken very seriously, this adjacent business is not only in direct conflict with the Inventions Agreement, but the underlying technology and ideas themselves should legally be part of HerdDogg’s IP. This behavior constitutes a textbook diversion of corporate opportunities designed to shield their unauthorized commercialization of Plaintiff’s contested intellectual property from this Court.27 24 Dkt. 9 (“The motion for a temporary restraining order will also be heard at this scheduled hearing, as an affidavit of mailing showing UPS transmission of the motion was attached to the filing.”). 25 Dkt. 10. 26 Id. Exs. A-C. 27 Id. at p. 3. C.A. 2026-0824-TJF September 28, 2026 Page 7 of 43 Exhibit C of the Supplemental Notice attaching the communications that Petitioner characterized in the Supplemental Notice set forth in part: I am writing to share a definitive turning point for HerdDogg. We have emerged from a period of significant uncertainty with a major legal victory and a clear catalyst for growth. Lawsuit Update The lawsuit against HerdDogg has been dismissed with prejudice by the trial judge. This means the claims brought against us have been dismissed by the judge overseeing the case and cannot be refiled. This resolved a significant uncertainty for the Company that was hindering our efforts to find additional financing for the Company. Current Financial State While the litigation was ongoing, the company operated under extreme financial constraints, forcing us to rely on limited “survival capital” from internal sources. As a result of these constraints, we had to significantly reduce our operations. Despite these constraints, we were able to negotiate and execute a significant distribution agreement with Nutrien, a leading global provider of crop inputs and services located in Australia.28 On July 13, 2026, Respondent’s Delaware counsel, Charles J. Brown, III, Esq., of Gellert Seitz Busenkell & Brown LLC (“Gellert Seitz”) filed an entry of appearance for the Respondent. 29 Prior to joining the Court of Chancery, in my service as a Trial Attorney for the U.S. Department of Justice, the Office of the U.S. Trustee, Wilmington, Delaware, I appeared in numerous cases where Mr. Brown, 28 Id. Ex. C. (emphasis in the original). 29 Dkt. 11. C.A. 2026-0824-TJF September 28, 2026 Page 8 of 43 and his colleagues at Gellert Seitz were also involved. Additionally, as part of the Delaware Bankruptcy Inn of Court, I have worked alongside Mr. Brown’s partners to put on programming for the Inn, and interacted with employees of the firm at events conducted by the Inn. I have never had any financial interest related to Gellert Seitz, nor interacted with its employees in any manner contrary to applicable ethics requirements for U.S. Department of Justice employees.30 No member of my family or household has any interest in Gellert Seitz. Also on July 13, 2026, Respondent filed its answering brief regarding the motion to expedite.31 Respondent’s answering brief identified that Petitioner had previously initiated litigation against the Respondent, and others, in the United States District Court in the District of Colorado (the “Colorado Litigation”).32 The Colorado Litigation was dismissed with prejudice.33 On July 14, 2026, I entered an order granting Andrew P. Shelby, of Michael Best & Friedrich LLP (“Michael Best”), admission pro hac vice to represent Respondent.34 To the best of my recollection, I have not previously worked on a 30 See, e.g., 5 C.F.R. Part 2634; 5 C.F.R. Part 2635; 5 C.F.R. § 2635.101; 5 C.F.R. § 2635.501 - 503; & 28 C.F.R. Part 77. 31 Dkt. 12. 32 Id. at p. 3. 33 Id. at p. 5 & Ex. 9. 34 Dkt. 15 (granting order). C.A. 2026-0824-TJF September 28, 2026 Page 9 of 43 matter that involved Michael Best or Mr. Shelby. I have not interacted with any employees of Michael Best in any other capacity. Further, neither I nor any member of my family or household have any financial interest in Michael Best. On July 15, 2026 Petitioner filed an emergency motion for shortened notice and expedited discovery regarding Docusign.35 Also filed that day were a subpoena request for Cattlytx Inc. and Docusign, along with a motion for leave to serve a third- party subpoena on Cattlytx. 36 The proposed orders sought production within “five (5) business days” of entry of the order. 37 Respondent filed its answering brief regarding the TRO on July 16, 2026.38 Attached as an exhibit was another item from the Colorado Litigation, where United States Magistrate Judge Neureiter entered an order on a motion for award of attorneys’ fees for a group of non-Respondent defendants in that litigation earlier that day.39 Petitioner filed on July 16, 2026, a combined response to the Respondent’s answering briefs (the “Reply”), and a motion to strike those responses, styled “Pro 35 Dkts. 16-19. 36 Dkts. 20-26. 37 Dkts. 17 ¶ 4 & 25 ¶ 4. 38 Dkt. 29. 39 Id. Ex. 1 (Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 58). C.A. 2026-0824-TJF September 28, 2026 Page 10 of 43 Se Plaintiff’s Motion to Strike Defendant’s Response for Total Failure of Service, Live Evidence Tampering, and Unlawful Commercial Interference Pursuant to Rules 5(a) and 6(b)” (the “Motion to Strike”).40 The Motion to Strike requested “an Order striking the responsive brief uploaded by Defendant HerdDogg, Inc., treating the factual record in Plaintiff’s original applications as completely uncontradicted on the merits, and entering emergency injunctive relief to halt Defendant’s and its institutional backers’ ongoing extrajudicial commercial sabotage and spoliation of evidence.”41 The Motion to Strike sought injunctive relief against numerous non- parties to the Petition.42 The Motion to Strike asserted the Petitioner “does not seek an extension of time or a continuance of these proceedings.”43 Petitioner instead requested the “Court immediately enjoin [Respondent’s] ongoing out-of-court economic warfare, partner intimidation, and evidence tampering ahead of the July 20, 2026 expedited hearing.” 44 40 Dkts. 30-40. 41 Dkt. 39 at p.1. 42 Id. at p. 2-3 (seeking relief against Kevin O’Leary, O’Leary Ventures, Wonder Fund, Cattlytx, Inc., Andrew Uden, Jeff Mitchell, and wade.ag). 43 Id. at p. 3. 44 Id. C.A. 2026-0824-TJF September 28, 2026 Page 11 of 43 Attached to the Reply and Motion to Strike were a number of exhibits, one of which included an annotated version of Exhibit C to Docket 10, 45 with the others being submitted for the first time. 46 Exhibit A was the first time the Petitioner provided a capital table (a “Cap Table”), dated July 11, 2026, which included in the header, “Generated by Melissa Brandao” but without any further explanation of the sources or what “Carta” was.47 The Cap Table contained only a total of cash raised, and no information on liabilities, beyond the face value of the convertible notes and secured notes that were included as events raising cash.48 Exhibits B through F were all documents with date information indicating they were produced between October 1, 2024 and January 29, 2026.49 Exhibits D, E, and F, included Petitioner’s communications and presentation seeking to work collaboratively with the Respondent, and Petitioner’s non-party venture, Rogue Livestock or Rogue Cattle Co.50 Also included with the Motion to Strike was an item styled, “Pro Se Plaintiff’s Certificate of Service And Notice Of Historical Obligation Under Statutory Section 45 See Dkt. 33. 46 Dkts. 32 & 34-37. 47 Dkt. 32. 48 See id. 49 See Dkts. 33-37. 50 Dkts. 34-37. C.A. 2026-0824-TJF September 28, 2026 Page 12 of 43 220 Inspection Demands” (the “Certificate of Service and Notice”).51 The Certificate of Service and Notice identified demands under 8 Del. C. § 220 of October 31, 2024 and November 22, 2024, Respondent’s failure to provide items requested by Petitioner, and made assertions of fraud, fabricated emails, fraudulent DocuSign receipts, asset migration to Cattlytx and wade.ag, and active spoliation.52 The Certificate of Service and Notice made an additional request for relief, that while mirroring those in the Motion to Strike, also sought the “Court incorporate this Notice of non-compliance, document fabrication, and active digital records tampering into the record, disregard Defendant’s non-served filings, and grant her pending application for the immediate appointment of an independent receiver to seize the corporate books.”53 2. Proceedings During the July 20, 2026 Hearing As noted in the Letter Decision on the Motion for Disqualification,54 I addressed the insufficient timing of the motion for shortened notice and expedited discovery on the record at the beginning of the July 20, 2026 hearing, explaining the motion was filed on July 15, 2026 by the Petitioner, sought Court action before July 51 Dkt. 38. 52 Id. 53 Id. 54 Dkt. 157 at p. 9-10. C.A. 2026-0824-TJF September 28, 2026 Page 13 of 43 20, 2026, and afforded the recipients of the subpoenas less than two business days to respond.55 I further explained that the Petitioner’s submission of items by mail as opposed to through File & Serve Delaware and File & ServeXpress, may be contributing to difficulties in submitting items with sufficient time for the Court to act on them and allow other parties an opportunity to respond. 56 Before hearing Petitioner’s presentation, I requested the Petitioner refrain from discussing questions she had for Respondent’s counsel on the record at the hearing, and instead present the motion to expedite and her requested TRO. 57 Petitioner’s presentation began with a discussion of the secured financing obtained by Respondent, which was only first identified in the filings on July 16, 2026. 58 Petitioner also identified she made a Section 220 demand on July 11, 2026.59 She then discussed the Cap Table, lodged at Docket 32, filed for the first time after the Respondent’s opposition on the TRO, asserting her conclusions that the Series A-4 financing and Series A-5 financing along with a convertible note issued in 2024 were material financial events that raised questions about the accuracy of 55 July 20, 2026 Hearing Tr. at 6:24 - 8:18. 56 Id. Tr. at 7:21 - 8:18. 57 Id. Tr. at 9:8-19. 58 See id. Tr. at 10:2 -11:1; Dkts. 32-33. 59 July 20, 2026 Hearing Tr. at 11:2-10. C.A. 2026-0824-TJF September 28, 2026 Page 14 of 43 Respondent’s capitalization records.60 Petitioner’s last point in her initial remarks relayed concerns about how certain HerdDogg investors, non-parties in this case, may have misused or stolen taxpayer money. 61 I questioned the Petitioner regarding six items related to her presentation, seeking to clarify: (1) the timing of when the Cap Table and transactions therein were first lodged in this case; (2) the timing of a demand under Section 220 after the Petition was filed; (3) the timing of prior 220 demands and the Colorado Litigation; (4) the scope of parties covered by Petitioner’s use of “our” in her presentation; (5) the nature of Rogue Cattle Company; and (6) the status of Respondent’s efforts to provide service copies of the opposition to the motion to expedite and TRO.62 Petitioner responded: (1) the Cap Table was in the docket entries filed on July 16, 2026; (2) the 220 demand was made after the Petition was filed; (3) the prior books and records request and demand were initiated “in October of 2025” 63 before discussing how Respondent’s CEO “entirely ignored” “an ask to start a conversation around partnership”; 64 (4) the use of “our” covered Petitioner, and her counsel John 60 See id. Tr. 11:20 - 13:4. 61 Id. Tr. 13:5 - 14:22. 62 Id. Tr. 15:15 - 20:11. 63 As the Colorado Litigation was filed July 22, 2025, and Dkts. 36-37 are dated October 2024, I understand this to be an inadvertent error in Petitioner’s remarks. 64 July 20, 2026 Hearing Tr. 16:19-24. C.A. 2026-0824-TJF September 28, 2026 Page 15 of 43 Oleske in the Colorado Litigation, who assisted with the books and records demands; (5) Rogue Cattle Company was another venture founded by Petitioner, which she hoped to integrate with Respondent; and (6) the Respondent only provided an email with the “motion” before actual paper copies of the brief arrived a couple days later. 65 After a colloquy about Petitioner’s then-lack of a File&ServeXpress account,66 I invited the Respondent to present the opposition to the motion to expedite and TRO.67 I reserved questions until hearing the opposition to both items.68 I asked questions regarding: (1) the difference between creditor or stockholder standing; (2) the scope of the requested injunctive relief actually being sought and the opposition to appointment of a receiver during the current hearing; (3) the Respondent’s knowledge of the Cap Table, and whether it was produced to Petitioner by the Respondent; (4) the Respondent’s efforts to review what was included in the Cap Table; (5) the timing of the solicitation of the 2025 secured notes; and (6) the scope of the offering of the 2025 secured notes as litigation defense 65 Id. Tr. 15:15 - 20:11. 66 Id. Tr. 20:12 - 22:19. 67 Id. Tr. 22:20-22. 68 Id. Tr. 29:17-19. C.A. 2026-0824-TJF September 28, 2026 Page 16 of 43 funding.69 My last question was framed with my understanding that a litigation adversary would not be offered participation in such secured notes.70 In response, the Respondent answered: (1) that while creditor status was disputed given the end of the Colorado Litigation, that the Respondent was not challenging standing based on stockholder status being insufficient; (2) that a litigation hold to preserve records was implemented, that certain allegations in the Petition could be remedied with damages, and that the Respondent opposed any sort of granting of a receiver in connection with the TRO as discussed during the hearing; (3) that the Cap Table could be generated through a service called Carta, which provides stockholders with access to certain information; (4) that Respondent had not done a line-by-line comparison as to what was included in the Cap Table with its own records; (5) that the secured notes were solicited during the pendency of the Colorado Litigation to fund defense costs; and (6) that the secured notes were not made available to the public at large, and that Petitioner would not have had the opportunity to participate given the posture of the litigation at the time of the offering.71 69 July 20, 2026 Hearing Tr. 32:10 - 37:17. 70 Id. Tr. 37:1-7. 71 Id. C.A. 2026-0824-TJF September 28, 2026 Page 17 of 43 In Petitioner’s rebuttal, she stressed that the Colorado Litigation was not a merits adjudication, as she abandoned prosecution of the complaint, in consultation with her attorney John Oleske, informed in part by her father’s health issues. 72 She asserted the Respondent and its then-CEO Andrew Uden, after receipt of the Petitioner’s proposal, moved to work on a competing venture to infringe on Respondent’s patents, and that the series A-5 preferred stock fundraising was some sort of fraudulent matter that the Petitioner felt “the Court should be the one that looks into this matter.” 73 In her rebuttal, the Petitioner called into question the capabilities of the magistrate in Colorado remarking: “I’m here in the Chancery Court, where I have far better, more sophisticated corporate understanding, whereas the magistrate in Colorado couldn’t even understand the difference between a fabricated, you know, self-generated DocuSign receipt and what DocuSign would be able to generate for us.”74 Petitioner also stressed the timing of the secured note in November of 2025 and filing of a UCC statement in December also illustrated that the financing was in some way a concession of inability to access the patents. 75 Petitioner also made the 72 Id. Tr. 38:6 - 46:4. 73 Id. 74 Id. Tr. 40:15-20. 75 Id. Tr. 46:5-15. C.A. 2026-0824-TJF September 28, 2026 Page 18 of 43 assertion that Respondent and others had made millions from her patents, and that as those came from her mind, she “deserve[s] to have some credibility and absolutely creditor standing at the front of the line.”76 Respondent’s response focused on legal effect of the Colorado Litigation dismissal, by which a dismissal other than for lack of jurisdiction, lack of venue, or lack of joinder of a necessary party, constitutes an adjudication on the merits.77 Respondent also disputed Petitioner’s contentions that false and fabricated evidence was submitted to the Colorado court.78 Respondent also raised concerns about the extent Petitioner was seeking to use actions of non-parties to inform the relief sought from the Court. 79 After a brief recess, I ruled on the motion to expedite and TRO, denying both as stated on the record. 80 In the ruling, I specifically discussed Petitioner’s omission in the Supplemental Notice, that the dismissal referenced in Exhibit C, was Petitioner’s initiated Colorado Litigation, and that the underlying complaint included allegations of self-dealing transactions, fraud, and the patent disputes, 76 Id. Tr. 46:16-24. 77 Id. Tr. 47:4-24. 78 Id. Tr. 49:9-21. 79 Id. Tr. 49:22 - 50:4. 80 Id. Tr. 50:13 - 70:17. C.A. 2026-0824-TJF September 28, 2026 Page 19 of 43 along with the Section 220 demand in 2025, and relied on the same written materials from the third quarter of 2024.81 In discussing, Banks v. Cristina Copper Mines, Inc., 82 a case cited by the Petitioner,83 I analyzed the Court’s caution that a receiver cannot be appointed due to a stockholder’s dissatisfaction with the manner in which business is being conducted.84 In doing so I was informed by the materials supplied by the Petitioner regarding her seeking a partnership between her Rogue Cattle venture and Respondent.85 I also cautioned the parties to abide their obligations under Court of Chancery Rule 11 and proceed with civility in written or oral rhetoric.86 The Respondent identified its forthcoming Motion to Dismiss and requested guidance on scheduling, which I requested be an agreed schedule with the Petitioner, but would decide such disputes if necessary.87 After a final comment from the Petitioner and questions about how she could continue, I acknowledged that I could 81 Id. Tr. 59:20 - 61:8. 82 99 A.2d 504, 507 (Del. Ch. 1953). 83 Dkt. 1 ¶ 37. 84 Banks, 99 A.2d at 507. 85 See July 20, 2026 Hearing Tr. 65:20 - 66:22; Banks, 99 A.2d at 507; Dkts. 35-37. 86 July 20, 2026 Hearing Tr. 69:19 - 70:11 (citing Durham v. Grapetree, LLC, 2014 WL 1980335, at *6-7 (Del. Ch. May 16, 2014)). 87 July 20, 2026 Hearing Tr. 70:22 - 71:12. C.A. 2026-0824-TJF September 28, 2026 Page 20 of 43 not provide any litigant legal advice, restated the motion to expedite and TRO had been denied, but that the Petition would go forward consistent with the applicable rules.88 I further stated that if Petitioner could hire an attorney, they would be able to provide legal advice applicable to the Petitioner’s individual situation. 89 3. Proceedings After the July 20, 2026 Hearing Leading Up to the Motion to Recuse After the July 20, 2026 Hearing, the Respondent filed the Motion to Dismiss, and submitted a Stipulation and proposed briefing schedule. 90 Petitioner filed a letter to the Court on July 28, 2026 asserting that Respondent’s Counsel, Michael Best, had a “serious conflict of interest” as a result of Michael Best overseeing and administering a secured note financing and receiving a financial instrument in the Respondent.91 On July 29, 2026, I entered a Minute Order confirming receipt of the letter and its exhibits, and notifying the Petitioner that if relief was being sought, it must be done so by motion, with an opportunity for other parties to respond. 92 The Motion for Disqualification followed, and attached 21 lettered exhibits, along with 88 Id. Tr. 71:13 - 72:15. 89 Id. Tr. 72:16-24. 90 Dkts. 45 & 48. 91 Dkt. 50. 92 Dkt. 54. C.A. 2026-0824-TJF September 28, 2026 Page 21 of 43 a declaration from Petitioner in support of the Motion.93 After a stipulation and proposed order for briefing were filed, the Court granted that order on August 13, 2026. 94 The Respondent filed its Answering Brief on September 1, 2026.95 Petitioner filed her reply on September 6, 2026. 96 I denied the Motion for Disqualification by letter on September 14, 2026.97 As detailed in the letter denying the Motion for Disqualification, the Petitioner has engaged in multiple instances of third party discovery seeking subpoenas from the Register in Chancery.98 On September 8 and 9, 2026, Petitioner filed two motions to compel compliance with her subpoenas with respect to two third parties.99 The most recent new subpoena request was filed on September 11, 2026, through which Petitioner seeks discovery from her former counsel in the Colorado Litigation, 93 See Dkts. 56-83. 94 Dkts. 86 & 87. 95 Dkt. 134. 96 Dkt. 138. 97 Dkt. 157. 98 Dkts. 16, 20, 22, 24, 115, 118, & 151. 99 Dkts. 140-45 (seeking compliance with a Subpoena issued before the hearing on the Motion to Expedite); Dkts. 146-48 (seeking compliance with a subpoena issued to Cooley LLP as former counsel to the Respondent). On September 24, 2026 the Petitioner filed a Notice to Withdraw the Motion to Compel as to Cooley. Dkt. 169. C.A. 2026-0824-TJF September 28, 2026 Page 22 of 43 John Oleske. 100 In reliance on information obtained through the third-party discovery, Petitioner sought to stay this case pending a criminal investigation.101 In parallel to this case, Petitioner has sought relief in the Colorado Litigation as to: (1) relief from judgment pursuant to Federal Rule of Civil Procedure 60(b);102 (2) lodging objection to Magistrate Neureiter’s report and recommendation to the grant of fees to counsel for defendants other than the Respondent; 103 and (3) seeking a stay of rulings on items in the Colorado Litigation pending resolution of a criminal investigation.104 The Motion to Recuse seeks another stay of this case pending its resolution, and then if denied, stay to pursue review of the denial. 105 On September 21, 2026, the Respondent filed a motion to seek stay of discovery.106 100 Dkts. 150-51 & 154. 101 See Dkts. 126-33. I denied that Motion to Stay on September 1, 2026 for the reasons appended to that order. Dkt. 135. 102 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 65 (seeking the court to vacate its order of dismissal, Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 49). 103 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 64. 104 Colorado Litigation Case No. 25-cv-02254-GPG-NRN Dkt. 75 (requesting a stay on any ruling on Dkts. 65 & 64 of the Colorado Litigation until the conclusion of a law enforcement investigation in Ashland, Oregon). 105 Dkt. 164 at p. 16-17. 106 Dkt. 168. C.A. 2026-0824-TJF September 28, 2026 Page 23 of 43 II. ANALYSIS A. Standard of Review “As a matter of due process, a litigant is entitled to neutrality on the part of the presiding judge but the standards governing disqualification also require the appearance of impartiality.”107 The Delaware Code of Judicial Conduct provides that “[a] judge should disqualify himself or herself in a proceeding in which the judge’s impartiality might reasonably be questioned.” 108 Situations that may justify recusal include, “[t]he judge has a personal bias or prejudice concerning a party, or personal knowledge of disputed evidentiary facts concerning the proceeding,” or when “[t]he judge, or the judge’s spouse or domestic partner, or a person within the third degree of relationship, calculated according to the civil law system” is a “party to the proceeding, or an officer, director, or trustee of a party;” “is acting as a lawyer in the proceeding:” “is known by the judge to have an interest that could be substantially affected” or “is to the judge’s knowledge likely to be a material witness in the proceedings.” 109 Additionally, a judge should recuse himself or herself, where: “the judge knows that, [a member of the] judge’s household has an economic interest in the subject matter in controversy or in a party 107 Los v. Los, 595 A.2d 381, 383 (Del. 1991). 108 Del. Judges’ Code Jud. Conduct (the “Code”) Canon 2, Rule 2.11. 109 Id. C.A. 2026-0824-TJF September 28, 2026 Page 24 of 43 to the proceeding, or any other interest that could be substantially affected by the outcome of the proceeding.”110 The Court has long recognized that “[a] trial judge has a duty to hear cases assigned to him unless some reasonable factual basis to doubt his impartiality or fairness is shown by some kind of probative evidence.” 111 When faced with a potential conflict, the Court must engage in a two-part analysis.112 “First, the judge must subjectively determine if he can hear the case free of bias.” 113 “Second, even if the judge is satisfied and finds that there is no actual bias, there may be situations where, absent actual bias, the appearance of bias may cause doubt as to the judge’s impartiality.” 114 “[T]he question to be answered is whether an objective observer would entertain reasonable questions about the judge’s impartiality, thus warranting recusal.”115 110 Id. at (A)(3). 111 Matter of Will of Stotlar, 1985 WL 4782, at *2 (Del. Ch. Dec. 19, 1985); see also Code Rule 2.7(A). That rule, the “Responsibility to Decide,” states that “[a] judge shall hear and decide matters assigned, unless disqualified.” Code Rule 2.7(A). 112 Pazuniak L. Off., LLC v. Pi-Net Int’l, Inc., 2017 WL 656766, at *2 (Del. Super. Ct. Feb. 17, 2017) (citing Los v. Los, 595 A.2d 381, 384 (Del. 1991) (construing Canon 3 C(1) of the Delaware Code of Judicial Conduct in force in 1991)). 113 Pazuniak, 2017 WL at *2 (citing Los, 5959 A.2d at 384-85). 114 Id. 115 Id. (citing Gattis v. State, 955 A.2d 1276, 1285 (Del. 2008)). C.A. 2026-0824-TJF September 28, 2026 Page 25 of 43 A recusal request directed to a Magistrate in Chancery is properly addressed by that Magistrate in the first instance. 116 B. Petitioner Does Not Present Actual Bias and the Asserted Pattern of Conduct is Consistent with Petitioner’s Presented Argument and Evidence I start by briefly setting forth that prior to being assigned this action, I had no awareness of Petitioner or Respondent. Neither I nor any member of my household has any interest in the parties. Neither I nor any member of my household has any interest in counsel to the Respondent. At all times, I have tried to decide the matters before me consistent with the evidence presented and applicable law. I am aware of no facts that suggest disqualification under Rule 2.11 of the Code. Confident the foregoing satisfies Rule 2.11 of the Code, and my subjective determination that I have and can decide matters in this case free of bias, I turn to Petitioner’s contentions that events in the case demonstrate reasonable questions to an objective observer about my impartiality. 117 See Rende v. Rende, 2025 WL 658758 at *1-3 (Del. Ch. Feb. 28, 2025) (Order on 116 Exceptions to Magistrate Judge’s Decision) (Cook, Vice Chancellor). Pazuniak, 2017 WL 656766, at *2 (citing Gattis v. State, 955 A.2d 1276, 1285 (Del. 117 2008)). C.A. 2026-0824-TJF September 28, 2026 Page 26 of 43 1. Petitioner’s Arguments that a Pattern Began in July of 2026, Before Any of the Motions Now at Issue Petitioner argues that my disposition of the relief sought at the July 20, 2026 Hearing was the start of different treatment of the Petitioner as compared to the Respondent.118 Petitioner points to four issues, (1) characterizations of the Petitioner’s and Respondent’s previous conduct; (2) discussion of the Petitioner’s Section 220 Demand; (3) discussion of Respondent’s engagement with Petitioner; and (4) adoption of a position the Respondent advocated in deciding not to expedite the proceeding.119 The question of prior conduct was put at issue by Petitioner’s lack of candid disclosure as to the Colorado Litigation.120 Petitioner voluntarily chose to hold out communication from the Respondent discussing dismissal of her prior litigation against the Respondent and others as “explicitly admit[ting] in writing that HerdDogg is structurally insolvent.”121 It instead said, “[w]hile the litigation was ongoing, the company operated under extreme financial constraints, forcing us to rely on limited ‘survival capital’ from internal sources. As a result of these 118 Dkt. 164 at p. 4-7. 119 See id. 120 See Dkt. 10 Ex. C & Dkt. 12. 121 Dkt. 10 at p.2. C.A. 2026-0824-TJF September 28, 2026 Page 27 of 43 constraints, we had to significantly reduce our operations.” 122 Petitioner likewise put forth for the first time with the Reply and Motion to Strike, exhibits, that with the exception of the Cap Table, could have all been submitted with earlier filings.123 The Cap Table only discusses “Cash Raised” and omits any discussion of liabilities beyond what was initially recorded in raising cash, and does not discuss cash flow.124 Petitioner’s Section 220 Demand discussion did not include any representation that the Petitioner had applied to the Court of Chancery to compel an inspection. Rather, Petitioner confirmed that she commenced the Colorado Litigation. 125 As discussed in the letter decision on the Motion for Disqualification, Petitioner’s arguments regarding failed compliance with 8 Del. C. § 220 ignore that she has twice chosen