Ramon Diez Barroso v. Vasallo TV Group 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

November 5, 2025

Richard L. Renck, Esquire William E. Gamgort, Esquire
Michael B. Gonen, Esquire Carmella C. Cinaglia, Esquire
Duane Morris LLP Young Conaway Stargatt & Taylor, LLP
1201 North Market Street, Suite 501 1000 North King Street
Wilmington, Delaware 19801 Wilmington, Delaware 19801

RE: Ramon Diez Barroso et al. v. Vasallo TV Group LLC et al.,
C.A. No. 2025-0480-LWW

Dear Counsel:

I write regarding the parties’ dueling motions that follow my October 10, 2025

post-trial opinion resolving this control dispute. The defendants seek to stay the

opinion’s enforcement pending appeal; the plaintiffs seek to modify a prior status

quo order to enable its enforcement. For the reasons described below, both motions

are denied.

I. BACKGROUND

The background of this action is detailed in my October 10 post-trial

memorandum opinion (the “Opinion”). 1 In short, I held that a 2008 LLC Agreement,

1
Post-trial Mem. Op. (Dkt. 70) (“Op.”).
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as modified by a 2012 Settlement Agreement, governs Caribevision TV Network

LLC.2 Under the 2008 LLC Agreement, the plaintiffs’ action by written consent to

appoint new managers was valid.3 The later meeting at which those managers

purported to remove defendant Carlos Vasallo as CEO, however, was defective for

lack of notice. 4 The defendants have appealed the Opinion.

Now, the plaintiffs have noticed a new meeting for today (November 5) to,

among other things, ratify Vasallo’s removal. In response, the defendants moved

for an injunction pending appeal to prevent this meeting from occurring. 5 The

plaintiffs then moved to modify the interim status quo order I entered early in this

case, which designated Vasallo as the status quo CEO (the “Status Quo Order”), 6 to

confirm their ability to proceed. 7

2
Op. 21. Capitalized terms not defined herein have the meaning given in the Opinion.
3
Id. at 27.
4
Id. at 29.
5
Defs.’ Mot. for Inj. Pending Appeal and for Expedited Proceedings (Dkt. 73) (“Defs.’ Inj.
Mot.”); see also Pls.’ Opp’n to Defs.’ Mot. for Inj. Pending Appeal and for Expedited
Proceedings (Dkt. 79) (“Pls.’ Inj. Opp’n”).
6
Status Quo Order (Dkt. 24).
7
Pls.’ Mot. to Modify Status Quo Order (Dkt. 80); see also Defs.’ Resp. to Mot. to Modify
Status Quo Order (Dkt. 85).
C.A. No. 2025-0480-LWW
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II. ANALYSIS

One overarching issue governs the disposition of these motions—whether the

Opinion was an interim decision or final judgment. Resolving this question clarifies

which motion is procedurally proper. Because the Opinion was a final judgment,

the plaintiffs’ motion is moot. The defendants’ motion is denied on the merits.

A. The Motion to Modify the Status Quo Order

The plaintiffs argue that the Opinion was not this court’s final act in the case,

given a pending contempt motion. Thus, they allege that the defendants have filed

a “jurisdictionally barred interlocutory appeal.”8 Based on that view, they assert that

the interim Status Quo Order remains in effect and must be modified.

The plaintiffs are incorrect. I “clearly declared [my] intention” of finality in

the opinion by entering judgment for the plaintiffs in part and for the defendants in

part. 9 I determined each of the substantial issues proffered in the plaintiffs’

complaint.10

8
See Pls.’ Inj. Opp’n ¶ 5.
9
Plummer v. R.T. Vanderbilt Co., 49 A.3d 1163, 1167 (Del. 2012) (citation omitted); see
Op. 30 (“Judgment is entered for the plaintiffs in part, and for the defendants in part.”).
10
See Op. 1; see also Showell Poultry, Inc. v. Delmarva Poultry Corp., 146 A.2d 794, 796
(Del. 1958) (explaining that a “final judgment” is one that “determines the merits of the
controversy”).
C.A. No. 2025-0480-LWW
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Because the pending contempt motion does not concern “the merits of [this]

action,” it is collateral to the Opinion and cannot affect its finality.11 My opinion is

a final decision.12 It dissolved and superseded the interim Status Quo Order. As the

Status Quo Order no longer exists, the plaintiffs’ motion to modify it is denied as

moot.

B. The Motion for an Injunction Pending Appeal

That leaves the defendants’ request for an injunction pending appeal, which

is effectively a motion for a stay. This court’s authority to grant a stay pending

appeal is governed by Court of Chancery Rule 62(d) and Delaware Supreme Court

Rule 32(a). 13 When reviewing such a request, this court is guided by the four Kirpat

factors: (1) “a preliminary assessment of likelihood of success on the merits of the

appeal”; (2) “whether the petitioner will suffer irreparable injury if the stay is not

granted”; (3) “whether any other interested party will suffer substantial harm if the

11
Cf. Cooter & Gell v. Hartmarx Corp., 496 U.S. 384, 396 (1990).
12
Lest there be any doubt, an implementing order is filed contemporaneously with this
letter.
13
See Ct. Ch. R. 62(d); Supr. Ct. R. 32(a) (requiring that a “motion for stay . . . be filed in
the trial court in the first instance”).
C.A. No. 2025-0480-LWW
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stay is granted”; and (4) “whether the public interest will be harmed if the stay is

granted.”14

Because the first factor “directs the trial court to assess the strength of its own

reasoning and judgment, ‘the “likelihood of success on appeal” prong cannot be

interpreted literally or in a vacuum.’” 15 Instead, “the court often considers the [other]

three factors before assessing whether the movant has presented a question that

raises a fair ground for review by our Supreme Court.”16 I proceed accordingly.

1. Irreparable Injury (Factor 2)

Regarding the second factor, the defendants’ purported harm is insufficient.

The harm must be imminent and concrete. 17 The November 5 meeting will

purportedly remove defendant Vasallo from his corporate position with cause. Even

though Delaware courts recognize that the “risk of unauthorized Board action . . .

14
Kirpat, Inc. v. Del. Alcoholic Beverage Control Comm’n, 741 A.2d 356, 357 (Del. 1998).
15
Zhou v. Deng, 2022 WL 1617218, at *2 (Del. Ch. May 23, 2022) (citing Kirpat, 741
A.2d at 358).
16
Rosenbaum v. CytoDyn Inc., 2021 WL 4890876, at *1 (Del. Ch. Oct. 20, 2021).
17
See, e.g., Bali v. Christiana Care Health Servs., Inc., 1999 WL 413303, at *5 (Del. Ch.
June 16, 1999).
C.A. No. 2025-0480-LWW
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supports finding a threat of irreparable harm,” the “loss of board control alone cannot

constitute irreparable harm for purposes of Kirpat.”18

The defendants’ argument “cuts both ways.”19 Granting the stay would inflict

the very harm the defendants fear. It would deny the court-affirmed majority

managers (the plaintiffs) their right to govern, effectively perpetuating unauthorized

board action by the very party that lost at trial. This weighs heavily against a stay.

2. Harm to Others and the Public Interest (Factors 3 and 4)

The third Kirpat factor asks whether “any other interested party will suffer

substantial harm.” 20 The defendants contend that the plaintiffs would experience no

harm. Yet they fail to acknowledge the substantial harm that would result from

depriving the plaintiffs of the judgment entered in their favor. 21 The defendants seek

an injunction that “would mimic or expand the request for relief already rejected”—

an “unusual occurrence” that often fails. 22

18
Zhou, 2022 WL 1617218, at *2 (citation omitted).
19
Frankino v. Gleason, 1999 WL 1063071, at *1 (Del. Ch. Nov. 12, 1999).
20
Kirpat, 741 A.2d at 357.
21
See Soleimani v. Hakkak, 2024 WL 2186292, at *2 (Del. Ch. May 15, 2024) (finding
substantial harm where a stay would deprive the prevailing party of their adjudicated,
bargained-for rights).
22
CytoDyn Inc., 2021 WL 4890876, at *1 (citation omitted).
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As to the fourth factor—the public interest—the defendants’ arguments are

overblown. They argue that the public interest is harmed by the Opinion’s

interpretation of “shall,” which they claim has “broad import” for all Delaware

contracts, and that a stay is needed to “ensure[] no unauthorized corporate action is

undertaken” pending appeal.23 But a dispute affecting two private parties hardly

impacts the public interest. 24

3. Likelihood of Success (Factor 1)

Finally, I return to the first Kirpat factor. This court is asked “to assess, as

objectively as possible, whether the case presents a fair ground for litigation and

more deliberative investigation.” 25 The standard may be met if the case involves a

“novel issue” or “unsettled areas of Delaware law.” 26 This case has neither.

The defendants’ appeal rests primarily on their argument that “shall” in

Section 11.4(b) of the 2008 LLC Agreement is exclusive. This interpretation is not

23
Defs.’ Inj. Mot. ¶¶ 31-33.
24
See Level 4 Yoga, LLC v. CorePower Yoga, LLC, 2022 WL 964112, at *2 (Del. Ch. Mar.
31, 2022).
25
Wynnefield P’rs Small Cap Value L.P. v. Niagara Corp., 2006 WL 2521434, at *1 (Del.
Ch. Aug. 9, 2006) (citation omitted).
26
Huntington Way Assocs. LLC v. RRI Assocs. LLC, 2023 WL 5664115, at *3 (Del. Ch.
Sept. 1, 2023) (citation omitted).
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a novel issue. As the Opinion explained, it is a flawed reading that ignores the

specific language of Sections 9.1 and 9.2, which explicitly permit the member action

taken here. 27

The Opinion reasoned that Section 11.4(b) sets a default procedure, not an

exclusive one, and that the broad powers granted to the member majority in Section

9.1 to act by written consent “in lieu of a meeting” do not conflict with this default

procedure but provide an alternative path for member action. 28 This harmonious

reading of the contract, which gives effect to all provisions, applied a settled

principle of contract interpretation. 29

The appeal is a request to re-litigate a straightforward matter of contract

interpretation, not a “fair ground for . . . more deliberative investigation” on an

unsettled point of law.30

* * *

On balance, the Kirpat factors weigh against a stay. The defendants have not

shown they will suffer imminent, irreparable harm. At the same time, a stay would

27
Op. 22-27.
28
Id. at 24-26.
29
See, e.g., Axis Reinsurance v. HLTH Corp., 993 A.2d 1057, 1063 (Del. 2010).
30
Wynnefield, 2006 WL 2521434, at *1.
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cause substantial harm to the plaintiffs by denying them their adjudicated rights.

These facts, combined with the lack of a strong public interest or a novel question

of law on appeal, tip the balance decisively against granting a stay that mimics the

very relief rejected after trial.

III. CONCLUSION

For these reasons, the defendants’ motion for an injunction pending appeal is

denied. The plaintiffs’ motion to modify the status quo order is denied as moot.

IT IS SO ORDERED.

Sincerely yours,

/s/ Lori W. Will

Lori W. Will
Vice Chancellor