Techno-X USA Inc. v. Spartan Forge LLC

COURT OF CHANCERY
OF THE
STATE OF DELAWARE

LORI W. WILL LEONARD L. WILLIAMS JUSTICE CENTER
VICE CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734
June 9, 2025

David E. Wilks, Esquire Richard L. Renck, Esquire
Scott B. Czerwonka, Esquire Michael B. Gonen, Esquire
Wilks Law LLC Duane Morris LLP
4250 Lancaster Pike 1201 North Market Street
Wilmington, Delaware 19805 Wilmington, Delaware 19801

RE: Techno-X USA Inc. v. Spartan Forge LLC et al.,
C.A. No. 2024-1313-LWW

Dear Counsel:

This letter opinion addresses cross-motions for partial summary judgment.

The motions present two threshold issues that center on two contracts. Although

one contract’s meaning is tangled in a choice-of-law snarl, the plain terms of the

other contract support the plaintiff’s reading under Delaware law. A portion of the

first issue and the entirety of the second issue are resolved in the plaintiff’s favor.

I. BACKGROUND

Recounted below are the facts pertinent to the present motions. Unless

otherwise noted, this background is drawn from the undisputed allegations in the

pleadings and exhibits the parties submitted.1

1
See Verified Am. Compl. (Dkt. 24) (“Compl.”); Def. Spartan Forge LLC’s Answer,
Affirmative Defenses and Countercl. to Pl.’s Compl. (Dkt. 21); Pl. and Countercl. Def.’s
C.A. No. 2024-1313-LWW
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A. The Term Sheet

Plaintiff and counterclaim-defendant Techno-X USA Inc. is a Delaware

corporation and wholly owned subsidiary of Vosker Corporation—a Canadian

entity headquartered in Québec.2 Vosker provides surveillance solutions in the

hunting and wildlife industry.3

In 2023, Vosker—through Techno-X—invested in defendant and

counterclaim-plaintiff Spartan Forge LLC.4 Spartan Forge is a Delaware limited

liability company that develops mobile applications for the hunting and wildlife

industry.5 The terms of Techno-X’s investment were memorialized in the Updated

Binding Term Sheet dated March 8, 2024 (the “Term Sheet”).6 The Term Sheet was

executed by Techno-X, Spartan Forge, and each of Spartan Forge’s four members.7

Reply and Affirmative Defenses to Spartan Forge LLC’s Countercl. and Third-Party
Verified Compl. (Dkt. 34); Defs. Spartan Forge and William Thompson’s Answer and
Affirmative Defenses to the Am. Compl. (Dkt. 35) (“Answer”). Exhibits to the defendants’
and plaintiff’s briefs are cited as “Defs.’ Ex. __” and “Pl.’s Ex. __,” respectively.
2
Compl. ¶ 5; Answer ¶ 5.
3
Compl. ¶ 12; see Answer ¶ 12.
4
Compl. ¶ 15.
5
Id.
6
Defs.’ Ex. A (“Term Sheet”); Pl.’s Ex. A (same).
7
Term Sheet 7-8.
C.A. No. 2024-1313-LWW
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It contemplated that Techno-X would “acquire a significant portion of [Spartan

Forge] in preferred interests” for cash.8

The Term Sheet labels some provisions “binding” and others “non-binding.”9

One of the “binding” provisions is called “Exclusivity; Restriction on Business.”10

It states that, for twelve months after Spartan Forge’s acceptance of the Term Sheet,

neither Spartan Forge nor its members would take certain actions without “the prior

consent of [Techno-X].”11

B. The LLC Agreement

After the Term Sheet was signed, the parties negotiated an amended limited

liability company agreement to govern Spartan Forge. The Second Amended and

Restated Operating Agreement of Spartan Forge, LLC (the “LLC Agreement”) was

executed on April 25, 2024.12 It was signed by Spartan Forge’s original four

members and Techno-X as a new member of Spartan Forge.13

8
Id. at 1.
9
Id. at 6.
10
Id. at 4.
11
Id.
12
Defs.’ Ex. B (“LLC Agreement”); Pl.’s Ex. B (same).
13
LLC Agreement, Signature Page; see Compl. ¶ 16; Answer ¶ 16.
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Section 8 of the LLC Agreement addresses the management of and decision-

making over Spartan Forge’s affairs.14 Section 8.1(a) gives managerial authority to

a Managing Member.15 The Managing Member’s authority is limited by a “Major

Decisions” carve-out in Section 8.2(a), which lists actions the Managing Member

cannot take without the prior consent of “(i) a Majority in Interest of the Members

and (ii) the Board [of Spartan Forge].”16

Section 8.2(b) of the LLC Agreement lists additional major decisions the

Managing Member cannot take without specific approvals. It states that “except as

otherwise provided in th[e] [LLC] Agreement,” certain major decisions required

“the consent of (i) a Majority in Interest of the Members; (ii) the Board; and

(iii) [Techno-X].”17 The major decisions requiring these approvals include:

(i) Any material change in [Spartan Forge’s business]; . . .

(iv) Any transaction by [Spartan Forge] to merge or consolidate
with another person or entity; [and] . . .

14
See LLC Agreement § 8 (discussing “Management and Operations”).
15
Id. § 8.1(a); see also id. § 8.6; infra notes 87, 97 and accompanying text (quoting these
provisions).
16
LLC Agreement § 8.2(a). A “Majority in Interest of the Members” means the members
of Spartan Forge holding more than 50% of the company’s total units. Id. § 1 (defining
“Majority in Interest of the Members”). Spartan Forge’s Board has three members. One
is designated by Techno-X, and the other two are Spartan Forge’s cofounders. Id. § 8.4(a);
see Compl. ¶ 25. The Board “advise[s] and oversee[s] the Managing Member in his
exercise of the management of [Spartan Forge].” LLC Agreement § 8.4(b).
17
LLC Agreement § 8.2(b) (emphasis added).
C.A. No. 2024-1313-LWW
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(vii) Amend[ing] [Spartan Forge’s] Certificate [of Formation] or
th[e] [LLC] Agreement, except as otherwise expressly provided
in th[e] [LLC] Agreement.18

C. The December 17 Board Meeting

This suit was triggered by a December 17, 2024 Spartan Forge Board meeting

where Techno-X learned about a potential transaction with defendant Plastic

Research and Development Corporation (“PRADCO”).19

The day after that meeting, Techno-X sued Spartan Forge and PRADCO. It

alleged that Spartan Forge had presented the Board with an agreement “for the sale

of substantially all Spartan Forge’s assets” to PRADCO, in derogation of

Techno-X’s contract rights.20 Techno-X filed the operative amended Complaint on

January 3, 2025, adding as a defendant Spartan Forge’s Managing Member William

J. Thompson.21 Techno-X claimed that Spartan Forge breached both the Term Sheet

and LLC Agreement by negotiating a sale of assets to PRADCO without securing

18
Id.
19
Compl. ¶¶ 27-29; Answer ¶¶ 27-28.
20
Verified Compl. (Dkt. 1) ¶ 1. Techno-X also sought a temporary restraining order to
prevent Spartan Forge from having discussions with PRADCO. Just before an emergency
hearing, PRADCO disavowed any negotiations with Spartan Forge, mooting the motion.
See Dkt. 5, Ex. A; Dkt. 9.
21
See Dkt. 24.
C.A. No. 2024-1313-LWW
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the requisite consents.22 The parties agreed to expedite certain of Techno-X’s claims

and one of Spartan Forge’s counterclaims.23

D. The February 11 Member Meeting

While the parties were in the midst of expedited discovery, on February 5,

2025, Thompson scheduled a meeting of Spartan Forge’s members for several days

later.24 A meeting notice stated that the purpose was “to discuss the status of the

pending litigation and the ongoing operation and management of Spartan Forge.”25

An hour before the meeting was set to start, the members received two proposals to

be voted on.26

The first proposal was to amend certain sections of the LLC Agreement,

including the major decisions clauses in Sections 8.2(a) and 8.2(b).27 The second

proposal was “to confirm and ratify the Managing Member’s authority to negotiate

with PRADCO.”28

22
Compl. ¶ 37; see supra notes 17-18 and accompanying text.
23
Dkt. 32.
24
Defs.’ Ex. D at 2; LLC Agreement § 8.3(b).
25
Defs.’ Ex. F.
26
See Defs.’ Ex. G. The cover email sending the proposals stated that they had been
“attached in an update to the meeting notice.” Id. at 1. The updated meeting notice in the
record does not reflect any attachments. See Defs.’ Ex. F.
27
Defs.’ Ex. G. at 2-3; see supra notes 16-18 and accompanying text.
28
Defs.’ Ex. G at 4.
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Spartan Forge represents that both proposals were debated and considered at

the February 11 meeting.29 The proposals were approved by all members

represented at the meeting—other than Techno-X, which abstained.30

E. The Partial Summary Judgment Request

Immediately after the February 11 member meeting, Spartan Forge and

Thompson (referred to together as “Spartan Forge”) sought leave to move for

summary judgment. They argued that decisions made at the February 11 member

meeting nullified Techno-X’s breach of contract claims.31 After a round of

expedited briefing on Techno-X’s motion for a temporary restraining order, the

parties joined issue on Spartan Forge’s request for a pre-trial disposition of certain

threshold legal issues.32 I granted the parties’ request for leave to file partial

summary judgment motions on those issues.33

29
See Defs. Spartan Forge LLC and William J. Thompson’s Opening Br. in Supp. of Mot.
for Summ. J. (Dkt. 80) (“Defs.’ Opening Br.”) 8 (citing Defs.’ Ex. H).
30
Defs.’ Ex. H at 1, 6.
31
Dkt. 56. Both Spartan Forge and Thompson are named as defendants. See supra note
21 and accompanying text. Because they have advanced a joint defense, I refer to them
collectively as “Spartan Forge” for the sake of simplicity.
32
Dkt. 72.
33
Dkt. 73.
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Expedited briefing on cross-motions for summary judgment followed.34 The

motions were taken under advisement on the papers as of March 12.35

On April 23, I sent a letter to the parties’ counsel raising that the Term Sheet

has a Québec choice of law provision.36 This issue was not raised by either party. I

therefore requested supplemental submissions on how, if it all, the choice of law

provision affects their summary judgment arguments.37 The final supplemental

submission was filed on May 2.38

II. ANALYSIS

The parties’ motions present two legal issues. The first issue is whether the

LLC Agreement extinguished the “binding” provisions of the Term Sheet.39 The

second issue is whether the LLC Agreement was properly amended by actions taken

at the February 11 member meeting.40

34
See Pl.’s Opening Br. Regarding Threshold Issues of Law (Dkt. 81) (“Pl.’s Opening
Br.”); Defs.’ Opening Br.; Defs. Spartan Forge LLC and William J. Thompson’s
Answering Br. in Supp. of the Cross-Mot. for Summ. J. (Dkt. 89) (“Defs.’ Answering Br.”);
Pl.’s Answering Br. Regarding Threshold Issues of Law (Dkt. 90) (“Pl.’s Answering Br.”).
35
Dkt. 93.
36
Dkt. 117.
37
Defs. Spartan Forge LLC and William J. Thompson’s Suppl. Br. on the Law of Québec
(Dkt. 118) (“Defs.’ Suppl. Br.”); Pl.’s Suppl. Br. in Response to the Court’s April 23, 2025
Letter to Counsel (Dkt. 122) (“Pl.’s Suppl. Br.”).
38
Dkt. 122.
39
See Dkt. 72.
40
Id.
C.A. No. 2024-1313-LWW
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Summary judgment is available under Court of Chancery Rule 56 where

“there is no genuine issue as to any material fact . . . and the moving party is entitled

to judgment as a matter of law.”41 “[T]he facts must be viewed in the light most

favorable to the nonmoving party and the moving party has the burden of

demonstrating that there is no material question of fact.”42

“[P]ure matters of contractual interpretation a[re] readily amenable to

summary judgment[.]”43 “In cases involving questions of contract

interpretation, . . . courts will grant summary judgment in two scenarios: (1) when

the contract is unambiguous, or (2) when the extrinsic evidence fails to create a

triable issue of material fact.”44 Here, a portion of the first issue presented and the

entirety of the second issue can be resolved based on the LLC Agreement’s terms.

A. Principles of Contract Interpretation

The LLC Agreement is governed by Delaware law.45 “Delaware law adheres

to the objective theory of contracts,” meaning that “a contract’s construction should

41
Ct. Ch. R. 56.
42
Senior Tour Players 207 Mgmt. Co. v. Golftown 207 Hldgs. Co., 853 A.2d 124, 126 (Del.
Ch. 2004).
43
Barton v. Club Ventures Invs. LLC, 2013 WL 6072249, at *5 (Del. Ch. Nov. 19, 2013)
(citation omitted).
44
Julius v. Accurus Aerospace Corp., 2019 WL 5681610, at *7 (Del. Ch. Oct. 31,
2019), aff’d, 241 A.3d 220 (Del. 2020).
45
LLC Agreement § 11.2.
C.A. No. 2024-1313-LWW
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be that which would be understood by an objective, reasonable third party.”46

“When interpreting a contract, [the] Court ‘will give priority to the parties’ intentions

as reflected in the four corners of the agreement.’”47 The court must construe the

contract “as a whole and . . . give each provision and term effect, so as not to render

any part of the contract mere surplusage.”48 Delaware courts will not look beyond

the four corners of an unambiguous contract.49

The Term Sheet’s choice of law provision selects the “laws of the Province of

Québec.”50 Unlike Delaware, Québec civil law adheres to the “principle of

consensualism.”51 Under that principle, “a contract is distinct from its physical

medium.”52 That is, Québec recognizes “a distinction between the negotium, which

46
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)).
47
Id. at 368 (quoting GMG Cap. Inv., LLC. v. Athenian Venture P’rs I, 36 A.3d 776, 779
(Del. 2012)).
48
Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp.,
2010 WL 779992, at *2 (Del. Mar. 8, 2010)).
49
Eagle Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997)
(“Contract terms themselves will be controlling when they establish the parties’ common
meaning so that a reasonable person in the position of either party would have no
expectations inconsistent with the contract language.”).
50
Term Sheet 6 (“[T]his Term Sheet shall be governed in all respects by the laws of the
Province of Québec and the federal laws of Canada applicable therein.”).
51
Québec (Agence du revenu) v. Services Environnementaux AES inc., [2013] 3 S.C.R.
838, para. 32 (Can.).
52
Id.; see Pl.’s Suppl. Br. 6-8 (citing authority and summarizing these principles of law).
C.A. No. 2024-1313-LWW
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is the common intention of the parties, and the instrumentum, which is the declared

will . . . as expressed by the written documents.”53 “The agreement lies in the

common intention, despite the importance—as between the parties and in relation to

third parties—of the declaration, oral or written, of that intention.”54 This approach

is codified in the Civil Code of Québec: “[t]he common intention of the parties rather

than adherence to the literal meaning of the words shall be sought in interpreting a

contract.”55

B. Whether the LLC Agreement Superseded the Term Sheet

The first question raised in the cross-motions is whether the “binding”

provisions of the Term Sheet remain enforceable after the LLC Agreement’s

execution. Techno-X asserts that the LLC Agreement had no effect on the

enforceability of the Term Sheet for two reasons: (1) the LLC Agreement’s

integration clause is too narrow to encompass the Term Sheet; and (2) the “[b]inding

[p]rovisions [of the Term Sheet] cannot have been superseded by the [LLC]

53
Gideon Ng, Rectification of Tax Transactions in Québec: Québec (Agence du Revenu)
v. Services Environnementaux, 33 EST. TR. & PENSIONS J. 223 (May 2014); see also
Services Environnementaux, [2013] 3 S.C.R. 838, para. 32 (“In the Québec law of
obligations, a distinction is maintained between the ‘negotium’ and the
‘instrumentum’ . . . to repeat the words used by the Court of Appeal in the cases at bar, that
is, between the common intention and the declared will.” (citation omitted)).
54
Services Environnementaux, [2013] 3 S.C.R. 838, para. 32.
55
Civil Code of Québec, S.Q. 1991, c. 64, art. 1425 (Can.); see also Ihag-Holding, Agv
Intrawest Corp., [2009] Q.J. No. 5986, paras. 132-33 (Can. Que. C.S.).
C.A. No. 2024-1313-LWW
June 9, 2025
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Agreement according to their plain terms.”56 Spartan Forge makes the opposite

arguments.57

I can determine the integration clause’s scope under Delaware law. But I

decline to definitively resolve the effect of the Term Sheet’s provisions.58 If Québec

law applies, I must ascertain the parties’ common intent.59 The distinction between

their intent and the Term Sheet’s text may prove one without a difference.60 Still,

given the potential complexities, I focus my analysis on the LLC Agreement.

A fully integrated, binding contract “discharges prior agreements to the extent

that they are within its scope.”61 “Clauses indicating that the contract is an

expression of the parties’ final intentions generally create a presumption of

56
Pls.’ Opening Br. 15-16.
57
Defs.’ Opening Br. 11-12; see also Defs.’ Answering Br. 3-5, 8.
58
In other words, I am not deciding as a matter of law what the parties intended in
executing the Term Sheet. It is unclear whether this issue remains important considering
my assessment of the integration clause.
59
See supra notes 51-55 and accompanying text. Spartan Forge argues that Delaware law
applies. See Defs.’ Suppl. Br. 6-10.
60
See 2758792 Canada inc. v. Bell Distrib. inc., [2009] Q.J. No. 7866, para. 91 (Can. Que.)
(“[I]t is only when a contract is ambiguous that the court may resort to extrinsic evidence
to interpret it.”); see also Civil Code of Québec, S.Q. 1991, c. 64, art. 1434 (Can.) (“A
contract validly formed binds the parties who have entered into it not only as to what they
have expressed in it but also as to what is incident to it according to its nature and in
conformity with usage, equity or law.”).
61
Restatement (Second) of Contracts § 213(2) (1981).
C.A. No. 2024-1313-LWW
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integration.”62 Often, an integrated definitive agreement will supersede a term sheet.

But like any other contract provision, “[a]n integration clause should be interpreted

according to its plain meaning when its terms are unambiguous.”63

The integration clause in the LLC Agreement states: “This Agreement

constitutes the entire agreement between the Members relating to the subject matter

of the [LLC] Agreement.”64 Spartan Forge asserts that this clause extinguished the

Term Sheet.65 Yet that is only true if the Term Sheet is encompassed by the “subject

matter of the [LLC] Agreement.”66

The key question, then, is whether the “binding” Term Sheet provisions fall

within the LLC Agreement’s subject matter. If so, the Term Sheet might be

62
Addy v. Piedmonte, 2009 WL 707641, at *9 (Del. Ch. Mar. 18, 2009).
63
Focus Fin. P’rs, LLC v. Holsopple, 241 A.3d 784, 823 (Del. Ch. 2020) (quoting Barton,
2013 WL 6072249, at *6).
64
LLC Agreement § 11.10 (emphasis added).
65
See Defs.’ Opening Br. 2-4. Spartan Forge asserts that the “binding” provisions of the
Term Sheet were extinguished because they were not expressly carved out of the LLC
Agreement’s integration clause. Id. at 12-13. It cites ev3, Inc. v. Lesh, where a term sheet
with binding and non-binding provisions was explicitly excluded from an integration
clause in a merger agreement. Id. at 12 (citing ev3, Inc. v. Lesh, 114 A.3d 527, 537 (Del.
2014)). But the court in ev3 did not hold that a carve-out was necessary for the binding
provisions of the term sheet to survive, as Spartan Forge suggests. Instead, the court
declined to enforce the non-binding provisions of the term sheet, noting that binding
provisions are ones that “negotiating parties in the merger and acquisition context often
expect to survive.” ev3, 114 A.3d at 536-37.
66
LLC Agreement § 11.10.
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abrogated since the LLC Agreement did not memorialize its survival.67 But if a

“binding” Term Sheet provision addresses a subject outside the LLC Agreement, it

may survive.68

The Court of Chancery’s decision in Finger Lakes Capital Partners, LLC v.

Honeoye Lake Acquisition, LLC explored a similar issue.69 There, two asset

management firms signed a term sheet outlining their promise to invest in, manage,

and scale several portfolio companies.70 They formed limited liability companies to

act as investment vehicles—each of which was governed by an operating agreement

with an integration clause that superseded all prior agreements “with respect to the

subject matter [of the operating agreement].”71 The court held that “[n]one of the

operating agreements superseded the provisions of the [t]erm [s]heet.”72 It

67
Holsopple, 241 A.3d at 822-23 (“When a prior agreement and a subsequent agreement
cover the same subject matter and the subsequent agreement contains an integration clause,
the prior agreement needs to be memorialized in the subsequent agreement to survive.”
(emphasis added)).
68
See Brady v. i2 Techs., Inc., 2005 WL 3691286, at *3 (Del. Ch. Dec. 14, 2005)
(concluding that an advancement provision in an earlier agreement was not extinguished
by a subsequent agreement with an integration clause, because the integration clause was
limited to the “subject matter” of the subsequent agreement and the subsequent agreement
addressed indemnification but not the distinct right of advancement).
69
2015 WL 6455367 (Del. Ch. Oct. 26, 2015), aff’d in relevant part, 151 A.3d 450 (Del.
2016).
70
Id. at *1-2.
71
Id. at *4-5 (emphasis added).
72
Id. at *18.
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differentiated the subject matter of (1) the operating agreement applicable to the

parties “in their capacity as members” from (2) the term sheet on the “overarching

business deal” through which one party secured capital from the other.73

Here, the LLC Agreement governs Spartan Forge’s internal affairs,

management, and the relationship among Spartan Forge’s members.74 The Term

Sheet, by contrast, addresses Techno-X’s investment in Spartan Forge.75 It outlines

the relationship between Techno-X as an outside investor and purchaser, on the one

hand, and Spartan Forge and its signing members as sellers, on the other hand.76

The parties to the LLC Agreement and the Term Sheet are also different.

Although the four Term Sheet signatories remained members of Spartan Forge when

the LLC Agreement was executed, three new members (in addition to Techno-X)

73
Id. at *14, *18.
74
LLC Agreement, Preamble (“WHEREAS, the Members have accepted an investment in
the Company by TECHNO-X USA INC. . . ., and the Members are executing this
Agreement to (a) continue the existence of the Company, and (b) amend and restate the
Original Operating Agreement as more fully hereinafter set forth.”).
75
By describing the gist of the Term Sheet, I make no finding about the parties’ intent
related to that contract. See supra notes 58-60 and accompanying text.
76
See Term Sheet 1 (explaining that Techno-X would “acquire a significant portion of the
company” in exchange for a cash investment); see also Barton, 2013 WL 6072249, at *6
(holding that because a signatory to a term sheet was not a member of the subject LLC
when the term sheet was executed, the subsequent execution of a fully integrated LLC
agreement did not supersede the term sheet).
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were added.77 The Term Sheet applied to Techno-X as an outside investor; Techno-

X was not yet a Spartan Forge member.78 But the LLC Agreement pertains to

Techno-X in its capacity as a Spartan Forge member.79

Most importantly, the LLC Agreement is silent on subjects addressed in

“binding” provisions of the Term Sheet. Techno-X highlights that the Term Sheet

imposes an exclusivity obligation on Spartan Forge, so long as Techno-X has not

missed any payments during a fifteen-month period.80 Under the Term Sheet, the

exclusivity obligation is a “binding” provision; the payment structure is not.81 The

LLC Agreement reflects the fifteen monthly payments, but it lacks an exclusivity

obligation similar to the one in the Term Sheet.82 Thus, the Term Sheet’s exclusivity

obligation is outside the LLC Agreement’s subject matter.

77
See LLC Agreement, Signature Page (adding Blue Progress Forward, John Stewart, and
TLT Electric as member signatories).
78
Term Sheet 1 (listing the parties to the agreement as Spartan Forge’s members (which
did not include Techno-X), on the one hand, and Techno-X as the “Purchaser” or
“Investor,” on the other hand).
79
See, e.g., LLC Agreement, Signature Page (stating that “this Agreement is executed by
the Company and the Members”).
80
See Pl.’s Opening Br. 15-16 (citing Term Sheet 4 (“Exclusivity; Restriction on
Business”)).
81
Term Sheet 6.
82
See LLC Agreement § 4.3; see also id. at Sched. A n.2.
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Spartan Forge’s motion for summary judgment is therefore denied insofar as

the integration clause did not extinguish “binding” provisions of the Term Sheet that

address issues beyond the LLC Agreement’s specific subject matter. This aspect of

Techno-X’s motion is correspondingly granted. The effect of the surviving Term

Sheet provisions remains to be resolved.83

C. Whether the Purported Amendments to the LLC Agreement Are
Effective
The second question presented is whether the LLC Agreement was validly

amended by the actions taken at the February 11 member meeting. Techno-X argues

that the Managing Member is vested with the exclusive authority to amend the LLC

Agreement, limited by Techno-X’s veto right.84 Spartan Forge, however, insists that

its members have the authority to unilaterally amend the LLC Agreement.85 The

LLC Agreement’s plain terms support Techno-X’s position.86

The Managing Member has the “full responsibility for management of the

business and affairs of the [Spartan Forge],”87 subject to certain consent

83
See supra notes 58-60 and accompanying text.
84
Pl.’s Opening Br. 18.
85
Defs.’ Opening Br. 19.
86
LLC Agreement §§ 8.1(a), 8.2(b), 8.6.
87
Id. § 8.1(a) (“Except as otherwise expressly provided in this Agreement, the Members
hereby agree that full responsibility for management of the business and affairs of the
Company shall be delegated to the Managing Member . . . .”).
C.A. No. 2024-1313-LWW
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requirements. Section 8.2(a) of the LLC Agreement lists actions the Managing

Member cannot take without the prior consent of the “Majority in Interest of the

Members” or the Board.88 Section 8.2(b) outlines additional major decisions that

require Techno-X’s consent.89 Among them is “[a]mend[ing] the [LLC] Agreement,

except as otherwise expressly provided in th[e] [LLC] Agreement.”90

These provisions, read together, require that any amendment to the LLC

Agreement be made (1) by the Managing Member and (2) with the consent of

Techno-X, plus the Board and a majority of the members. Neither requirement was

satisfied. At the February 11 meeting, Spartan Forge’s members—not its Managing

Member—purported to amend Section 8.2(a) and (b) of the LLC Agreement.91 The

88
See supra note 16 (defining these terms).
89
LLC Agreement § 8.2(b) (listing actions the Managing Member cannot take without the
prior consent of (1) a Majority in Interest of the Members, (2) the Board, and
(3) Techno-X).
Spartan Forge argues that the phrase “except as otherwise provided in t[he] [LLC]
Agreement” is a carve-out from the Managing Member’s authority over amendments. See
Defs.’ Opening Br. 22-24; Defs.’ Answering Br. 16. That clause can only logically be read
as a reference to other portions of the LLC Agreement that authorize the Managing Member
to make amendments without additional consents. See, e.g., LLC Agreement §§ 4.4
(granting the Managing Member authority to amend Schedule A to the LLC Agreement
unilaterally to reflect changes in unit ownership), 8.1(b)(ii) (empowering a successor
Managing Member to amend the LLC Agreement to reflect the replacement of the
Managing Member “without any further action, approval or vote”).
90
LLC Agreement § 8.2(b)(vii).
91
Defs.’ Ex. G at 2-3.
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June 9, 2025
Page 19 of 21

Managing Member did not even attend; he recused himself.92 And Techno-X

refused to consent.93 The LLC Agreement was therefore not properly amended.

Spartan Forge insists otherwise. Its argument centers on Section 11.10 of the

LLC Agreement, which states:

Any amendment or modification to th[e] [LLC] Agreement may
be made with the consent of a Majority in Interest of the
Members; provided, however, that no amendment may be made
to Sections 6.1, 6.2 or 6.3 of th[e] [LLC] Agreement without the
consent of the Member if the amendment would have a material
adverse effect on the Member’s right to receive distributions
from [Spartan Forge].94

According to Spartan Forge, this provision permits a majority of the members to

unilaterally amend the LLC Agreement if the amendment is not of Sections 6.1, 6.2,

or 6.3.95

That interpretation collides with the LLC Agreement as a whole. Spartan

Forge’s members agreed to vest exclusive managerial power in the Managing

Member and to divest themselves of authority over Spartan Forge’s affairs.96

Section 8.6, titled “Limitations on Actions of Members,” states:

92
See Defs.’ Ex. F.
93
Defs.’ Ex. H at 6 (reflecting that Techno-X objected to and abstained from the vote).
94
LLC Agreement § 11.10.
95
Defs.’ Opening Br. 20-21.
96
LLC Agreement §§ 8.1(a), 8.6.
C.A. No. 2024-1313-LWW
June 9, 2025
Page 20 of 21

No Member except the Managing Member may take any action
on behalf of, or in the name of, [Spartan Forge], or enter into any
contract, agreement, commitment or obligation binding upon
[Spartan Forge], or, in his capacity as a Member of [Spartan
Forge], perform any act in any way relating to [Spartan Forge]
or [Spartan Forge’s] assets.97

As noted above, the Managing Member’s authority is limited by the consent

rights in Section 8.2(a) and 8.2(b). Section 11.10 does not upset this structure and

grant non-managing members unilateral authority to take actions the LLC

Agreement elsewhere prohibits.

Instead, Section 11.10 allows non-managing members to consent to an

amendment of the LLC Agreement.98 The amendment “may be made with the

consent” of a “Majority in Interest of the Members.”99 But the amendment must be

“made” by the Managing Member—with not only the consent of a majority of

97
Id. § 8.6.
98
Spartan Forge makes a string of arguments about why it believes the amendments were
validly adopted. See, e.g., Defs.’ Opening Br. 23-24 (arguing that the “specific controls
the general”); id. at 28-29 (arguing that “equity protects rather than constrains
non-managing members in the exercise of their voting rights”); Defs.’ Answering Br. 9-10
(suggesting that Section 8.3 recognizes the “parallel procedural track[]” provided by
Section 11.10). All stem from reading Section 11.10 as a grant of authority to the members.
Because that reading lacks support in the LLC Agreement, each argument fails.
99
LLC Agreement § 11.10 (emphasis added).
C.A. No. 2024-1313-LWW
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Page 21 of 21

members, but also that of Techno-X.100 Those consent rights are not tantamount to

unilateral authority.101

III. CONCLUSION

The integration clause of the LLC Agreement did not conclusively eliminate

the Term Sheet, insofar as “binding” Term Sheet provisions fall outside the LLC

Agreement’s specific subject matter. Techno-X’s motion is granted in this respect;

Spartan Forge’s cross-motion on this issue is denied. Whether the provisions of the

Term Sheet labeled “binding” remain effective by their terms cannot presently be

resolved as a matter of law.

The purported amendments to the LLC Agreement addressed at the February

11 member meeting are ineffective. Techno-X’s motion is granted in this respect;

Spartan Forge’s cross-motion on this issue is denied.

Sincerely yours,

/s/ Lori W. Will
Lori W. Will
Vice Chancellor
100
Id. § 8.2(b).
101
See 2009 Caiola Fam. Tr. v. PWA, LLC, 2014 WL 1813174, at *8-9 (Del. Ch. Apr. 30,
2014) (explaining that a non-managing members’ consent right did not “wrest initial
decision-making authority from the Managing Member” or “give the Non–Managing
Members the authority to initiate any of the enumerated actions unilaterally”); McMillan
v. Nelson, 2024 WL 3311812, at *9 (Del. Ch. July 5, 2024) (holding that a term granting
members consent rights did not give them power to unilaterally direct the company where
the managing member had exclusive “authority to act for or bind the [c]ompany”).