Agspring Holdco, LLC v. NGP X US Holdings, L.P -AND- Agspring, LLC v. NGP X US Holdings, L.P. ( 2021 )

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
417 S. State Street
JOSEPH R. SLIGHTS III Dover, Delaware 19901
VICE CHANCELLOR Telephone: (302) 739-4397
Facsimile: (302) 739-6179
Date Submitted: June 25, 2021
Date Decided: June 28, 2021
Joseph C. Schoell, Esquire James M. Yoch, Jr., Esquire
Faegre Drinker Biddle & Reath LLP Kevin P. Rickert, Esquire
222 Delaware Avenue, Suite 1410 Young Conaway Stargatt & Taylor, LLP
Wilmington, DE 19801 1000 North King Street
Wilmington, DE 19801
Corinne Elise Amato, Esquire
Eric J. Juray, Esquire Michael W. McDermott, Esquire
Jason W. Rigby, Esquire Peter C. McGivney, Esquire
Prickett, Jones & Elliott, P.A. Berger Harris LLP
1310 King Street 1105 North Market Street, 11th Floor
Wilmington, DE 19801 Wilmington, DE 19801
Re: Agspring Holdco, LLC, et al. v. NGP X US Holdings, L.P., et al.
C.A. No. 2019-0567-JRS
Agspring, LLC v. NGP X US Holdings, L.P.
C.A. No. 2019-1021-JRS
Dear Counsel:
I have reviewed the briefing on Defendant NGP X US Holdings, L.P.’s
Motion to Stay in C.A. No. 2019-0567-JRS (the “Motion”). For reasons explained
below, the Motion is granted.
Agspring Holdco, LLC, et al. v. NGP X US Holdings, L.P., et al.
C.A. No. 2019-0567-JRS
Agspring, LLC v. NGP X US Holdings, L.P.
C.A. No. 2019-1021-JRS
June 28, 2021
Page 2
On March 10, 2021, an arbitration panel ruled that “[t]he clear and
unambiguous terms of the Services Agreement entitle NGP to advancement from
Agspring” in connection with this action (among others). 1 The Motion seeks a stay
of discovery pending the resolution of both parties’ Motions for Summary Judgment
in C.A. No. 2019-1021-JRS (the “Advancement Action”) to confirm or vacate the
arbitrators’ ruling.
“The decision to grant or to deny a stay is one that lies within the discretion
of the trial court” as informed by notions of “comity, efficiency, or common sense.”2
Granting a stay is appropriate where it “would not prejudice the non-moving party
and where it would spare the moving party ‘unnecessary expense or burden.’” 3
If Defendants prevail on their Motion for Summary Judgment in the
Advancement Action, and Plaintiffs are still unable or unwilling to advance fees, as
1
Def. NGP X US Hldgs., L.P.’s Mot. to Stay (D.I. 181), Ex. 6, at 4.
2
LightLab Imaging, Inc. v. Axsun Techs., Inc., 2012 WL 1764225, at *1 (Del. Ch. May 10,
2012) (citation omitted).
3
Id. (citation omitted).
Agspring Holdco, LLC, et al. v. NGP X US Holdings, L.P., et al.
C.A. No. 2019-0567-JRS
Agspring, LLC v. NGP X US Holdings, L.P.
C.A. No. 2019-1021-JRS
June 28, 2021
Page 3
Agspring’s Chief Financial Officer has indicated might be the case,4 then there are
legitimate questions as to whether this action should be stayed until such time as
Plaintiffs’ advancement obligations are fulfilled. 5 This is not a determination I need
to make at this juncture, however; I need only conclude, as I have, that the incurrence
of further expenses in this action is unwarranted until the advancement issue is
resolved. This case is not expedited and there is no discernable prejudice to Plaintiffs
that will result from a brief stay for the relatively short time it will take the Court to
hear and decide the parties’ cross Motions for Summary Judgment in the
Advancement Action. 6
4
Pl. Agspring Holdco, LLC’s Mot. for Prelim. Inj. (D.I. 164), Aff. of Bruce Chapin
(“Agspring and its subsidiaries do not have sufficient liquidity to pay NGP’s demand for
advancement and to continue to operate.”).
5
Perryman v. Stimwave Techs. Inc., 2020 WL 2465720, at *4 (Del. Ch. May 13, 2020)
(“[A] delay in recognizing advancement rights may ultimately render those rights
illusory.”).
6
Walker Digital, LLC v. Canon U.S.A., Inc., 2013 WL 12221415, at *1 n.1 (D. Del. Jan. 28,
2013) (“Where money damages will suffice to address a plaintiff’s injury, the delay
occasioned by a stay is less likely to result in undue prejudice.”).
Agspring Holdco, LLC, et al. v. NGP X US Holdings, L.P., et al.
C.A. No. 2019-0567-JRS
Agspring, LLC v. NGP X US Holdings, L.P.
C.A. No. 2019-1021-JRS
June 28, 2021
Page 4
Based on the foregoing, I am satisfied the Court should exercise its discretion
under Court of Chancery Rule 26(c) to enter a protective order staying discovery
until the Court resolves the pending Motions for Summary Judgment, or until further
order of the Court.
IT IS SO ORDERED.
Very truly yours,
/s/ Joseph R. Slights III