Letter to Counsel

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE
VICE CHANCELLOR 34 THE CIRCLE
GEORGETOWN, DE 19947

January 22, 2026

Christopher Viceconte, Esq. A. Thompson Bayliss, Esq.
Jennifer M. Rutter, Esq. Christopher Fitzpatrick Cannataro, Esq.
FBT Gibbons LLP Madison Barnes, Esq.
300 Delaware Ave., Ste. 1015 Abrams & Bayliss LLP
Wilmington, DE 19801 20 Montchanin Road, Ste. 200
Wilmington, DE 19807

RE: Benjamin Carlson v. Jacob Rodriguez, et al.,
C.A. No. 2025-1374-BWD

Dear Counsel:

I write in response to plaintiff Benjamin Carlson’s (“Plaintiff”) January 5,

2026, letter asking the Court to endorse the coordination of this action and a related

Superior Court action and the cross-designation of the presiding Superior Court

Judge as a Vice Chancellor to hear both actions.

On November 25, 2025, Plaintiff initiated lawsuits before the Court of

Chancery and the Superior Court through the filing of identical verified complaints

(the “Complaints”) in each court. See Carlson v. Rodriguez, C.A. No. 2025-1374-

BWD (Del. Ch.) (filed Nov. 25, 2025) (the “Chancery Action”); Carlson v.

Rodriguez, C.A. No. N25C-11-269 SKR CCLD (Del. Super.) (filed Nov. 25, 2025)
Benjamin Carlson v. Jacob Rodriguez, et al.,
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(the “Superior Court Action”). The Superior Court Action is assigned to The

Honorable Sheldon K. Rennie; the Chancery Action is assigned to me.

The Complaints allege that Plaintiff and defendant Jacob Rodriguez

(“Defendant”), while students together at the Massachusetts Institute of Technology

(“MIT”), co-founded Oligo Incorporated (the “Company”), a Delaware corporation

that designs and manufactures “state-of-the-art payload-centered lower earth orbit

satellites.” Verified Compl. [hereinafter Compl.] ¶¶ 1, 5–7, 34, Dkt. 1. Before

forming the Company, Plaintiff and Defendant entered into a Founders’

Collaboration Agreement (“FCA”) contemplating that Plaintiff would own a 40%

interest and Defendant would own a 60% interest in the Company, but both parties

would “share equally in the management” thereof. Id. ¶¶ 39, 42, 44–45. After

Defendant incorporated the Company, listing himself as the sole incorporator,

Plaintiff and Defendant also executed a Common Stock Purchase Agreement

(“CSPA”), which sets a vesting schedule for the parties’ shares, grants the Company

a right to repurchase unvested shares in the event of termination, and provides for

accelerated vesting in the event of a termination without cause. Id. ¶¶ 50, 53, 67–

70; id., Ex. D § 3(a)(i), (iii)–(iv).

As alleged in the Complaints, when the parties agreed to form the Company,

Defendant assured Plaintiff that he could finish his degree at MIT, but later, acting
Benjamin Carlson v. Jacob Rodriguez, et al.,
C.A. No. 2025-1374-BWD
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as the Company’s sole director and Chief Executive Officer, Defendant purported to

terminate Plaintiff “as an officer, employee and in all other capacities,” citing the

“need[] to have a Co-Founder who is dedicated full-time and working onsite with

the team.” Compl. ¶¶ 63, 73. Defendant then purported to repurchase Plaintiff’s

unvested shares. Id. ¶ 73. Premised on these allegations, the Complaints allege

claims for (1) breach of the FCA under which Plaintiff was to share managerial

authority, seeking “full and complete reinstatement of his equity interest” in the

Company; (2) fraud and fraudulent inducement, seeking rescissory relief in

connection with the CSPA; (3) breach of the CSPA, seeking “full and complete

reinstatement of his equity interest” in the Company; (4) breach of the implied

covenant of good faith and fair dealing in the FCA and CSPA; (5) quantum meruit;

(6) unjust enrichment; and (7) breach of fiduciary duty. Id. ¶¶ 91–152. Plaintiff’s

prayer for relief seeks, among other remedies, rescissory damages relating to the

CSPA; an order voiding the Company’s repurchase of Plaintiff’s shares;

“compensatory, disgorgement, quantum meruit, and/or unjust enrichment damages”;

and “punitive damages.” Id. at 31–32.

On January 5, 2026, Plaintiff filed letters in the Chancery Action and the

Superior Court Action asking both presiding judges to “endorse (i) the coordination

of these parallel actions in the Superior Court, and (ii) the special designation of
Benjamin Carlson v. Jacob Rodriguez, et al.,
C.A. No. 2025-1374-BWD
January 22, 2026
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Judge Rennie to serve as a Vice Chancellor pursuant to Del. Const. [a]rt. IV, § 13(2),

to hear and consider the equitable aspects of this case.” Ltr. Requesting Special

Designation [hereinafter Pl.’s Ltr.], Dkt. 8. Defendant opposes this request. Ltr.

Regarding Opp’n to Pl.’s Request to Consolidate and Cross Designate, Dkt. 10.

After consultation with Judge Rennie, I have determined not to endorse

Plaintiff’s request for cross-designation.1 Special designation in this case would not

“promote judicial economy, avoid the risk of inconsistent decisions between the

actions, and . . . otherwise further the interest of justice,” as Plaintiff argues.

Pl.’s Ltr. at 2. The Court of Chancery has jurisdiction over Plaintiff’s equitable

claim for breach of fiduciary duty as well as his requests for equitable relief—

reinstatement of his equity interest and rescissory damages—which feature

prominently, if not predominantly, in the Complaints. See 10 Del. C. § 341 (“The

Court of Chancery shall have jurisdiction to hear and determine all matters and

causes in equity.”).2 The Court of Chancery also has jurisdiction to hear Plaintiff’s

1
See Guidelines for Requesting Special Designation of Judicial Officers in Court of
Chancery Actions (Nov. 19, 2024) (“[T]he judicial officer overseeing the case will
determine in the first instance whether special designation is advisable and, if he or she
agrees, endorse it. If the judicial officer overseeing the case does not believe a special
designation is advisable, then no special designation shall be made.”).
2
See also Prospect St. Energy, LLC v. Bhargava, 2016 WL 446202, at *10 (Del. Super.
Jan. 27, 2016) (“A fundamental aspect of the constitutional separation of law and equity in
Delaware is that the Court of Chancery has exclusive jurisdiction to hear all matters and
causes in equity.”); id. (“The making of such a [designation] request may be appropriate
Benjamin Carlson v. Jacob Rodriguez, et al.,
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legal claims under the clean-up doctrine. Getty Ref. & Mktg. Co. v. Park Oil, Inc.,

385 A.2d 147, 150 (Del. Ch. 1978) (“[I]t is settled law that when equity obtains

jurisdiction over some portion of the controversy it will decide the whole

controversy and give complete and final relief[.]” (quoting Wilmont Homes, Inc. v.

Weiler, 202 A.2d 576, 580 (Del. 1964))). Thus, despite Plaintiff choosing to

simultaneously file complaints in two courts that “essentially mirror each other and

include both . . . legal and equitable claims,” the Court of Chancery has jurisdiction

to resolve the entire dispute. Pl.’s Ltr., Draft Ltr. to the Chancellor at 2 n.2. It is

unnecessary to burden my colleagues on the Complex Commercial Litigation

Division of the Superior Court, who already dedicate substantial resources to

resolving Chancery matters through cross-designation procedures,3 with the

equitable aspects of this matter.

Although Plaintiff claims to promote judicial economy, his submission lays

bare the real motivation for his designation request—a desire to seek punitive

when the need to assert an equitable claim or to seek equitable relief was not apparent at
the outset of a case filed in the Superior Court but becomes apparent after the case has
progressed, particularly when the assigned judicial officer has invested a significant
amount of time becoming familiar with the factual and legal issues in the case. That is not
the situation here.”) (emphasis added).
3
See In re Designation of Actions Filed Pursuant to 8 Del. C. § 111 (Del. May 30, 2025)
(ORDER).
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damages, which are not available in the Court of Chancery. Id. at 4 (noting that

“[Plaintiff] can only obtain . . . punitive damages, in the Superior Court”). Plaintiff

seeks to end-run longstanding law holding that “punitive damages cannot be

awarded in a suit in equity.” Fontana v. Julian, 1978 WL 4980, at *3 (Del. Ch. Oct.

4, 1978).4 The desire to pursue punitive damages while seeking equity does not

support special designation. An alternative ruling would encourage the filing of

duplicative complaints across multiple courts and incentivize judge-shopping,

among other ill effects. I therefore decline to endorse Plaintiff’s request.

Sincerely,

/s/ Bonnie W. David

Bonnie W. David
Vice Chancellor

cc: All counsel of record (by File & ServeXpress)

4
See also, e.g., Read v. Del. Camera Club, 1980 WL 6410, at *2 (Del. Ch. Apr. 22, 1980)
(“[A] court of equity . . . does not grant punitive damages.”); Beals v. Wash. Int’l, Inc., 386
A.2d 1156, 1159 (Del. Ch. 1978) (“Traditionally and historically the Court of Chancery as
the Equity Court is a court of conscience and will permit only what is just and right with
no element of vengeance and therefore will not enforce penalties or forfeitures.”).