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Kt4 Partners LLC v. Palantir Technologies Inc.

Court of Chancery of Delaware

May 1, 2018

KT4 PARTNERS LLC, Plaintiff,
v.
PALANTIR TECHNOLOGIES INC., Defendant.

          ORDER DENYING PLAINTIFF'S MOTION FOR LIMITED REARGUMENT

          Joseph R. Slights III Vice Chancellor

         WHEREAS, on September 20, 2016, KT4 Partners LLC ("KT4) served upon Palantir Technologies Inc. ("Palantir" or the "Company") a demand (the "Demand") to inspect certain books and records of the Company pursuant to 8 Del. C. § 220 ("Section 220");

         WHEREAS, on March 8, 2017, KT4 filed a Verified Complaint Against Defendant Palantir Technologies, Inc. for Inspection of Books and Records Pursuant to 8 Del. C. § 7-220 (sic);

         WHEREAS, the Court held a one-day trial on June 28, 2017;

         WHEREAS, the Court heard post-trial oral argument on December 12, 2017;

          WHEREAS, the Court issued a Memorandum Opinion, dated February 22, 2018, [1] granting or modifying certain requests in the Demand and denying certain requests in the Demand, as set forth in the Opinion (the "Inspection Information");

         WHEREAS, the Court issued a Final Order and Judgment, dated March 20, 2018, wherein the Court declined to include electronic mail within the Inspection Information[2];

         WHEREAS, KT4 filed a motion for limited reargument under Court of Chancery Rule 59(f) on March 22, 2018, in which it asks the Court to include electronic mail within the Inspection Information (the "Motion");

         WHEREAS, Palantir opposed the Motion on March 29, 2018; and WHEREAS, the Court having considered the Motion, Palantir's opposition and applicable precedent;

         IT IS HEREBY ORDERED, this 1st day of May, 2018, that:

         1. "A motion for reargument under Court of Chancery Rule 59(f) will be denied unless the court has overlooked a controlling decision or principle of law that would have controlling effect, or the court has misapprehended the law or the facts so that the outcome of the decision would be different."[3] A motion for reargument "[is] not a mechanism for litigants to relitigate claims already considered by the court.'"[4] "Plaintiff[] bear[s] a heavy burden on a Rule 59 motion."[5]

         2. Through the Motion, KT4 seeks reargument of the Court's determination that the Company need not make electronic mail available for inspection. KT4 makes two arguments in support of its position. First, KT4 submits that the Court misapprehended the facts as relates to whether the Demand requested inspection of electronic mail.[6] Second, KT4 asserts electronic mail is essential to one particular category of Inspection Information: "any amendment or purportedly retroactive amendment to the Investors' Rights Agreement made by Palantir or its stockholders on September 1, 2016."[7] Specifically, KT4 contends that electronic mail is essential for this particular investigative purpose because such documents would reveal "representations Palantir made to cause other majority shareholders to agree to the amendments."[8]

         3. The Court did not misapprehend the facts or the law regarding KT4's position on electronic mail. Rather, the Court, in its discretion, disagreed with KT4 that inspection of electronic mail is essential to fulfilling its stated purpose and accordingly declined to order production of electronic mail.[9]

         4. KT4 requested electronic mail only as to one category of books and records, and the Opinion did not grant inspection of that category of information.[10]Contrary to KT4's assertions, its request in the Demand's preamble for "access to the books and records of the Corporation (including hardcopy and electronic documents and information)" cannot reasonably be viewed as a targeted request for electronic mail in these circumstances.[11] Most corporate "books and records" are stored in electronic format, so a request to inspect "electronic documents and information" is most reasonably construed as an attempt to reach the company's books and records stored in that format.[12] KT4 was well aware of the distinction when it made its Demand, as evidenced by its specific demand for "email" and ...


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