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BW Piezo Holdings LLC v. Phillips

Superior Court of Delaware

April 18, 2017

BW PIEZO HOLDINGS LLC, PIEZO INVESTMENT HOLDINGS, LLC, and CHANNEL TECHNOLOGIES GROUP, LLC Plaintiffs,
v.
RALPH L. PHILLIPS Defendant.

          Submitted: January 25, 2017

         On Defendant's Motion to Dismiss, or in the Alternative to Stay, Plaintiffs' First Amended Complaint. MOTION TO STAY GRANTED.

          Michael F. Bonkowski, Esquire and Nicholas J. Brannick, Esquire, Cole Schotz P.C., Wilmington, Delaware; and Jonathan C. Wilson, Esquire and James T. McBride, Esquire, Littler Mendelson, PC, Dallas, Texas, Attorneys for Plaintiffs.

          Joseph J. Bellew, Esquire, and Keith L. Kleinman, Esquire, Cozen O'Connor, Wilmington, Delaware, Attorneys for Defendants.

          ORDER

          Richard R. Cooch, R.J.

         This 18th day of April, 2017, upon consideration of Defendant's Motion to Dismiss, or in the Alternative to Stay, Plaintiffs' First Amended Complaint, it appears to the Court that:

         I. FACTS AND PROCEDURAL HISTORY

         1. This breach of contract dispute arises out of employment, lending, and investment relationships between Defendant Ralph L. Phillips and Plaintiffs BW Piezo Holdings LLC ("BW Piezo"), Piezo Investment Holdings, LLC ("Piezo Investment Holdings"), and Channel Technologies Group, LLC ("Channel"). Plaintiffs have filed this action against Defendant to "seek enforcement and recovery of damages and attorneys' fees from Defendant for his breach of [a] Promissory Note, Pledge Agreement, and Severance Agreement and General Release, and for a declaration of the Parties' rights under [Piezo Investment Holdings'] Limited Liability Company Agreement and Mirror Unit Grant Agreements issued to Defendant."[1]

         2. In accordance with the Court's order, the parties have submitted the following joint stipulation of facts and procedural history pertinent to Defendant's Motion to Dismiss or in the Alternative to Stay Plaintiff's First Amended Complaint:

A. December 29, 2011 - [Piezo Investment Holdings, ] LLC Operating Agreement [executed].
B. June 13, 2013 - Employment Agreement executed between Channel and Phillips, including reference to Phillips' opportunity to invest in Channel. Phillips begins work.
C. As of October 11, 2013:
1. Promissory Note executed between [BW Piezo] and Phillips.
2. Mirror Unit Grant Agreement executed between [Piezo Investment Holdings] and Phillips.
3. Pledge Agreement executed between [BW Piezo] and Phillips.
D. October 11, 2013 - Effective date of Joinder Agreement whereby Phillips' agrees to be bound by terms of [Piezo Investment Holdings] Operating Agreement.
E. October 14, 2013, September 30, 2014, December 31, 2014, August 31, 2015 - Additional Mirror Unit Grant Agreements executed between [Piezo Investment Holdings] and Phillips.
F. January 18, 2016 - Phillips' employment with Channel is terminated.
G. February 12, 2016 - Severance Agreement and General Release executed by Phillips.
H. April 20, 2016 - Notice of Default by [BW Piezo] to Phillips under Promissory Note and Pledge Agreement.
I. August 26, 2016 - Delaware Plaintiff [BW Piezo]'s Original Complaint against Phillips filed with this [] Court.
J. September 8, 2016 - Delaware Defendant Phillips' Complaint filed against [Piezo Investment Holdings], [BW Piezo, ] and Channel in Superior Court of the State of California.
K. September 12, 2016 and September 13, 2016 - California Defendants [Piezo Investment Holdings], [BW Piezo] and Channel served with California Complaint.
L. September 13, 2016 - Delaware Plaintiff [BW Piezo]'s counsel advises Phillips' counsel that Delaware Original Complaint had been filed August 26, 2016.
M. September 23, 2016 - Delaware Plaintiffs [BW Piezo], [Piezo Investment Holdings] and Channel's First Amended Complaint against Defendant ...

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