BGD HOLDINGS, INC. v. ACCENTURE FEDERAL SERVICES, LLC et al

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
CLARKSBURG
BGD HOLDINGS, INC.
Plaintiff,
v. 	CIVIL ACTION NO. 1:25-CV-124
(KLEEH)
ACCENTURE FEDERAL SERVICES, LLC,
COGNOSANTE HOLDINGS, LLC, AND
COGNOSANTE, LLC,
Defendants.
MEMORANDUM OPINION AND ORDER GRANTING DEFENDANTS’ MOTION TO
COMPEL ARBITRATION AND DENYING DEFENDANTS’
MOTION TO DISMISS [ECF NO. 4]
Pending 	before 	this 	Court 	is 	Defendants’ 	Motion 	to 	Dismiss
and 	Compel 	Arbitration, 	filed 	December 	30, 	2025. 	ECF 	No. 	4. 	For
the reasons stated herein, the Motion to Dismiss is DENIED WITHOUT
prejudice and the Motion to Compel Arbitration is GRANTED.
I. 	PROCEDURAL BACKGROUND
Plaintiff 	BGD 	Holdings, 	Inc. 	(“Plaintiff” 	or 	“BGD”) 	filed 	a
Complaint in the Circuit Court of Marion County, West Virginia on
October 30, 2025. Compl., ECF No. 1-2. Defendants Accenture Federal
Services, LLC (“Accenture”), Cognosante Holdings, LLC (“Cognosante
Holdings”), 	and 	Cognosante, 	LLC 	(“Cognosante”), 	(collectively
“Defendants”) removed the case to this Court on December 23, 2025.
ECF No. 1. Removal was proper and undisputed by the parties.
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Plaintiff 	alleges 	four 	causes 	of 	action: 	Count 	I 	of 	the
Complaint 	alleges 	constructive 	fraud 	on 	BGD; 	Count 	II 	alleges 	a
breach 	of 	duties 	to 	a 	minority 	member; 	Count 	III 	asserts 	a 	claim
for a proper and complete accounting; and Count IV asserts a claim
for attorney fees based on bad faith and dealing. Compl., ECF No.
1-2.
Defendants 	filed 	a 	Motion 	to 	Dismiss 	and 	Compel 	Arbitration
on 	December 	30, 	2025, 	[ECF 	No. 	4], 	pursuant 	to 	the 	Amended 	and
Restated 	Limited 	Liability 	Company 	Agreement 	(“the 	Agreement”).
Id. 	at 	p. 	1. 	The 	Agreement, 	executed 	between 	Plaintiff 	and
Defendant 	Cognosante 	on 	March 	18, 	2022, 	created 	RedTail 	LiDAR
Systems, 	LLC. 	Id. 	at 	p. 	1. 	Defendants 	contend 	the 	Agreement
contains 	a 	mandatory 	written 	arbitration 	provision 	which
encompasses all of Plaintiff’s claims. Id. Plaintiff responded in
opposition 	on 	January 	13, 	2026, 	[ECF 	No. 	6], 	to 	which 	Defendants
replied 	January 	20, 	2026. 	ECF 	No. 	7. 	The 	Motion 	to 	Dismiss 	and
Compel Arbitration is fully briefed and ripe for review.
II. 	FACTUAL BACKGROUND
This 	case 	arises 	from 	the 	alleged 	breach 	of 	fiduciary 	duty
and 	improper 	conduct 	by 	Defendants 	related 	to 	the
commercialization 	of 	“Light 	Detection 	and 	Ranging 	Technology” 	or
“LiDAR.” 	Compl., 	ECF 	No. 	1-2 	at 	p. 	2, 	n. 	1. 	All 	Defendants 	are
Limited 	Liability 	Companies. 	Id. 	at 	¶¶ 	2-4. 	Defendant 	Cognosante
is 	a 	wholly-owned 	subsidiary 	of 	Defendant 	Cognosante 	Holdings,
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which 	is 	a 	wholly-owned 	subsidiary 	of 	Defendant 	Accenture. 	Id.
Defendant 	Cognosante 	is 	a 	two-thirds 	majority 	member 	of 	RedTail
Lidar 	Systems, 	LLC 	(“RedTail”) 	and 	Plaintiff 	is 	a 	one-third
minority 	member 	of 	RedTail. 	Id. 	at 	¶ 	5. 	Defendants 	collectively
are incorporated in Delaware with their principal place of business
in 	Illinois. 	ECF 	1 	at 	p. 	1 	¶¶ 	9–17. 	Plaintiff 	is 	a 	West 	Virginia
Corporation. Id. at p. 1 ¶ 8.
Prior to the creation of RedTail, 4D Tech Solutions worked to
commercialize 	LiDAR 	products 	created 	by 	the 	U.S. 	Army 	Research
Laboratory. ECF No. 1-2 at ¶ 8. 4D Tech Solutions was overseen by
shareholder 	Bradley 	DeRoos, 	who 	is 	the 	sole 	member 	of 	Plaintiff
BGD. Id. at ¶¶ 8, 11. In March 2022, Defendant Cognosante acquired
4D 	Tech 	Solutions, 	assigning 	the 	company’s 	rights, 	title, 	and
interest in LiDAR technology in RedTail, which was created as part
of the acquisition. Id. at ¶ 9.
On March 18, 2022, Plaintiff and Defendant Cognosante entered
into 	the 	Agreement, 	which 	restated 	and 	superseded 	the 	terms 	and
agreements of the Initial LLC Agreement which had created RedTail.
ECF 	No. 	4 	at 	p. 	21, 	Ex. 	1. 	The 	Agreement 	was 	signed 	by 	Bradley
DeRoos, 	on 	behalf 	of 	the 	Plaintiff, 	and 	Michele 	Kang, 	former 	CEO
of 	Defendant 	Cognosante. 	Id. 	at 	pp. 	57-58, 	Ex. 	1. 	The 	Agreement
contains, in pertinent part, an arbitration clause, which reads:
Any Action arising out of, in connection with,
or relating to this Agreement or any breach or
alleged breach thereof shall be determined and
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settled 	by 	confidential 	arbitration 	in
Washington, 	D.C., 	pursuant 	to 	the 	Commercial
Arbitration 	Rules 	then 	in 	effect 	of 	the
American 	Arbitration 	Association. 	Any 	award
shall 	be 	final, 	binding 	and 	conclusive 	upon
the 	Parties, 	and 	a 	judgment 	rendered 	thereon
may 	be 	entered 	in 	any 	court 	having
jurisdiction thereof.
ECF No. 4-2 at p. 35 § 9.2. An “Action” as defined in the Agreement
is as follows:
any action, arbitration, audit, claim, charge,
complaint, 	controversy, 	demand, 	dispute,
examination, 	hearing, 	investigation,
litigation, mediation, petition, review, suit
or other proceeding, whether civil, criminal,
judicial, 	administrative, 	investigative 	or
otherwise, in law or in equity.
Id. at p. 5 § 1.1.
Plaintiff 	alleges 	that 	despite 	Defendant 	Cognosante’s
representation 	it 	“would 	make 	every 	effort 	to 	commercialize 	the
LiDAR technology” at the time of acquisition, Defendant failed to
do 	so. 	Compl., 	ECF 	No. 	1-2 	at 	p. 	5 	¶¶ 	10, 	12. 	Specifically,
Defendant 	Cognosante 	failed 	to 	“observe 	company 	formalities 	for
conducting business, failed to grow, develop, and market the LiDAR
technology, failed to hold member meetings, [and] failed to provide
financial 	reports.” 	Id. 	In 	May 	2024, 	Defendant 	Cognosante
Holdings, 	which 	owns 	Defendant 	Cognosante, 	was 	acquired 	by
Defendant 	Accenture. 	Id. 	Plaintiff 	alleges 	Defendant 	Accenture
failed to market LiDAR technology in the same deficient manner as
Defendant 	Cognosante. 	Id. 	at 	¶¶ 	14-16. 	Plaintiff 	further 	alleges
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Defendant Accenture neglected to follow up on a written offer for
the 	purchase 	of 	LiDAR 	technology, 	costing 	Plaintiff 	“millions 	of
dollars,” 	wrongfully 	“swept” 	over 	$200,000 	from 	RedTail’s 	bank
account 	without 	proper 	warning, 	and 	misstated 	the 	company’s
inventory 	value. 	Id. 	at 	¶ 	17-21. 	These 	claims 	largely 	make 	up
Plaintiff’s October 30, 2025, Complaint.
On December 30, 2025, Defendants moved to dismiss for lack of
subject 	matter 	jurisdiction 	and 	compel 	arbitration. 	ECF 	No. 	4.
Defendants 	maintain 	each 	of 	Plaintiff’s 	claims 	“arise 	from, 	are
connected 	with, 	and 	relate 	to” 	the 	Agreement, 	and 	are 	fully
encompassed 	by 	the 	arbitration 	clause, 	requiring 	mandatory
arbitration before the American Arbitration Association (“AAA”) in
Washington, D.C.. ECF No. 4-1 at 3–4. Moreover, Defendants assert
the 	Court’s 	limited 	role 	in 	this 	matter 	is 	determining 	whether
there 	is 	a 	valid 	agreement 	to 	arbitrate 	between 	the 	parties
pursuant 	to 	the 	Federal 	Arbitration 	Act, 	which 	governs 	here. 	Id.
at 	5. 	Specifically, 	Defendants 	maintain 	“[u]nder 	the 	FAA, 	courts
must direct the parties to proceed to arbitration on issues as to
which an arbitration agreement exists, and courts are afforded no
discretion 	on 	this 	issue.” 	See 	9 	U.S.C. 	§§ 	3- 	4; 	Dean 	Witter
Reynolds, Inc., 470 U.S. 213, 217-218. ECF No. 4-1 at 6.
Plaintiff rejects Defendants assertion that their claims fall
squarely 	within 	the 	arbitration 	provision 	provided 	in 	the
Agreement 	and 	therefore, 	“should 	not 	be 	compelled 	to 	arbitrate
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this 	matter 	at 	this 	time.” 	ECF 	No. 	6 	at 	7–8. 	Specifically,
Plaintiff maintains its allegations, causes of action brought, and
alleged duties breached by Defendants “all exist independently of
the 	Amended 	and 	Restated 	Limited 	Liability 	Company 	Agreement 	of
RedTail 	LiDAR 	Systems, 	LLC[,]” 	and 	are 	therefore 	not 	subject 	to
the 	arbitration 	clause. 	Id. 	at 	1. 	In 	the 	event 	this 	Court
determines 	one 	or 	all 	of 	Plaintiff’s 	claims 	are 	subject 	to
arbitration, Plaintiff maintains dismissal of this matter would be
improper following Spizzirri, and staying the matter would be the
correct course of action. Id. at 8–9.
Defendants 	reply 	by 	reiterating 	any 	fiduciary 	obligations
owed 	to 	Plaintiff 	are 	set 	forth 	in 	the 	Agreement 	and 	the
arbitration 	provision 	in 	the 	Agreement 	is 	expansive 	and
unambiguous. ECF No. 7.
III. LEGAL STANDARD
A. Federal Jurisdiction
A 	party 	may 	remove 	to 	federal 	court 	any 	state 	“civil 	action
where the matter in controversy exceeds the sum or value of $75,000
... 	and 	is 	between 	citizens 	of 	different 	States.” 	28 	U.S.C. 	§§
1332(a), 	1441(a). 	When 	an 	action 	is 	removed 	from 	state 	court, 	a
federal 	district 	court 	must 	determine 	whether 	it 	has 	original
jurisdiction 	over 	the 	plaintiff's 	claims. 	Kokkonen 	v. 	Guardian
Life 	Ins. 	Co. 	of 	Am., 	511 	U.S. 	375, 	377, 	114 	S.Ct. 	1673, 	128
L.Ed.2d 	391 	(1994). 	“Federal 	courts 	are 	courts 	of 	limited
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jurisdiction. 	They 	possess 	only 	that 	power 	authorized 	by 	the
Constitution and statute, which is not to be expanded by judicial
decree.” Id.
Federal courts have original jurisdiction over primarily two
types 	of 	cases: 	(1) 	those 	involving 	federal 	questions 	under 	28
U.S.C. 	§ 	1331 	and 	(2) 	those 	involving 	diversity 	of 	citizenship
under 	28 	U.S.C. 	§ 	1332. 	When 	a 	party 	seeks 	removal 	based 	upon
diversity 	of 	citizenship, 	that 	party 	bears 	the 	burden 	of
establishing 	“the 	amount 	in 	controversy 	exceeds 	the 	sum 	or 	value
of 	$75,000, 	exclusive 	of 	interests 	and 	costs, 	and 	is 	between
citizens of different states.” 28 U.S.C. § 1332. Freeport Gas Coal
Tr. 	v. 	Harrison 	Cnty. 	Coal 	Res., 	Inc., 	662 	F. 	Supp. 	3d 	594, 	599
(N.D.W. Va. 2023)
B. Federal Rule of Civil Procedure 12(b)(1)
Federal Rule of Civil Procedure 12(b)(1) allows the Court to
dismiss an action for lack of jurisdiction over the subject matter.
A 	plaintiff 	bears 	“the 	burden 	of 	proving 	that 	subject 	matter
jurisdiction exists.” Evans v. B.F. Perkins Co., 166 F.3d 642, 647
(4th 	Cir. 	1999). 	In 	considering 	a 	motion 	to 	dismiss 	pursuant 	to
Rule 	12(b)(1), 	a 	court 	should 	“regard 	the 	pleadings 	as 	mere
evidence 	on 	the 	issue 	and 	may 	consider 	evidence 	outside 	the
pleadings 	without 	converting 	the 	proceeding 	to 	one 	for 	summary
judgment.” Id. (internal quotation marks omitted). A court should
grant 	the 	motion 	“only 	if 	the 	material 	jurisdictional 	facts 	are
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not 	in 	dispute 	and 	the 	moving 	party 	is 	entitled 	to 	prevail 	as 	a
matter 	of 	law.” 	Id. 	(internal 	quotation 	marks 	omitted). 	When 	a
defendant asserts multiple defenses, “questions of subject matter
jurisdiction 	must 	be 	decided 	‘first, 	because 	they 	concern 	the
court's 	very 	power 	to 	hear 	the 	case.’” 	Owens-Illinois, 	Inc. 	v.
Meade, 186 F.3d 435, 442 n.4 (4th Cir. 1999).
C. Federal Arbitration Act (U.S.C. §§ 2,3)
The Federal Arbitration Act (“FAA”) outlines the “procedures
for 	enforcing 	arbitration 	agreements 	in 	federal 	court.” 	Smith 	v.
Spizzirri, 601 U.S. 472, 473 (2024). Section 2 of the FAA states:
A 	written 	provision 	in 	any 	maritime
transaction 	or 	a 	contract 	evidencing 	a
transaction 	involving 	commerce 	to 	settle 	by
arbitration 	a 	controversy 	thereafter 	arising
out 	of 	such 	contract 	or 	transaction, 	or 	the
refusal 	to 	perform 	the 	whole 	or 	any 	part
thereof, or an agreement in writing to submit
to arbitration an existing controversy arising
out 	of 	such 	a 	contract, 	transaction, 	or
refusal, 	shall 	be 	valid, 	irrevocable, 	and
enforceable, 	save 	upon 	such 	grounds 	as 	exist
at law or in equity for the revocation of any
contract 	or 	as 	otherwise 	provided 	in 	chapter
4.
9 U.S.C.A. § 2.
The 	Fourth 	Circuit 	holds 	a 	litigant 	can 	compel 	arbitration
under 	the 	FAA 	if 	he 	can 	demonstrate: 	‘(1) 	the 	existence 	of 	a
dispute between the parties, (2) a written agreement that includes
an arbitration provision which purports to cover the dispute, (3)
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the 	relationship 	of 	the 	transaction, 	which 	is 	evidenced 	by 	the
agreement, to interstate or foreign commerce, and (4) the failure,
neglect 	or 	refusal 	of 	the 	defendant 	to 	arbitrate 	the 	dispute.’”
Adkins v. Labor Ready. Inc., 303 F.3d 496, 500-501 (4th Cir. 2002).
Additionally, section 3 of the FAA sets forth:
If any suit or proceeding be brought in any of
the courts of the United States upon any issue
referable to arbitration under an agreement in
writing 	for 	such 	arbitration, 	the 	court 	in
which 	such 	suit 	is 	pending, 	upon 	being
satisfied 	the 	issue 	involved 	in 	such 	suit 	or
proceeding 	is 	referable 	to 	arbitration 	under
such an agreement, shall on application of one
of 	the 	parties 	stay 	the 	trial 	of 	the 	action
until 	such 	arbitration 	has 	been 	had 	in
accordance 	with 	the 	terms 	of 	the 	agreement,
providing the applicant for the stay is not in
default in proceeding with such arbitration.
9 U.S.C. § 3. Section 4 further provides:
A 	party 	aggrieved 	by 	the 	alleged 	failure,
neglect, 	or 	refusal 	of 	another 	to 	arbitrate
under a written agreement for arbitration may
petition 	any 	United 	States 	district 	court
which, 	save 	for 	such 	agreement, 	would 	have
jurisdiction under title 28, in a civil action
or 	in 	admiralty 	of 	the 	subject 	matter 	of 	a
suit 	arising 	out 	of 	the 	controversy 	between
the parties, for an order directing that such
arbitration proceed in the manner provided for
in 	such 	agreement. 	Five 	days' 	notice 	in
writing 	of 	such 	application 	shall 	be 	served
upon 	the 	party 	in 	default. 	Service 	thereof
shall 	be 	made 	in 	the 	manner 	provided 	by 	the
Federal 	Rules 	of 	Civil 	Procedure. 	The 	court
shall 	hear 	the 	parties, 	and 	upon 	being
satisfied that the making of the agreement for
arbitration or the failure to comply therewith
is not in issue, the court shall make an order
directing 	the 	parties 	to 	proceed 	to
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arbitration 	in 	accordance 	with 	the 	terms 	of
the agreement.
9 U.S.C. § 4.
D. Delaware State Contract Law 1
“Although federal law governs the arbitrability of disputes,
ordinary 	state-law 	principles 	resolve 	issues 	regarding 	the
formation 	of 	contracts.” 	Lawhun 	v. 	CMH 	Homes, 	Inc., 	No. 	1:22-CV-
112, 	2023 	WL 	5280909, 	at 	*5 	(N.D. 	W.Va. 	Aug. 	16, 	2023) 	(internal
citation 	omitted); 	see 	In 	re 	Cotton 	Yarn 	Antitrust 	Litig., 	505
F.3d 	274 	(4th 	Cir. 	2007)(“State 	contract 	law 	govern 	the 	question
of 	whether 	the 	parties 	have 	agreed 	to 	arbitrate....”). 	Thus, 	the
issue 	of 	the 	arbitration 	clause’s 	scope 	is 	governed 	by 	Delaware
state law.
Delaware has a strong public policy in favor of arbitration,
and courts will generally compel arbitration when there are “doubts
on 	the 	issue.” 	Elf 	Atochem 	North 	America, 	Inc. 	v. 	Jaffari, 	727
A.2d 286, 295. See also Parfi Holding AB v. Mirror Image Internet,
Inc., 	817 	A.2d 	149, 	155-56 	(Del. 	2002) 	(“When 	parties 	to 	an
agreement decide that they will submit their claims to arbitration,
Delaware 	courts 	. 	. 	. 	ordinarily 	resolve 	any 	doubt 	as 	to
arbitrability 	in 	favor 	of 	arbitration.”) 	When 	determining 	the
arbitrability 	of 	a 	claim, 	the 	court 	must 	(1) 	“determine 	whether
1 	The 	Agreement 	contains 	a 	governing 	law 	provision, 	specifying 	that
Delaware state law will be applied to issues of “construction, validity,
and interpretation” of the agreement. ECF No. 4 at p. 53, Ex. 1.
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the arbitration clause is broad or narrow in scope” and (2) “apply
the relevant scope of the provision to the asserted legal claim to
determine 	whether 	the 	claim 	falls 	within 	the 	scope 	of 	the
contractual provisions that require arbitration.” Parfi, 817 A.2d
at 155.
IV. 	DISCUSSION
Defendants set forth the arbitration clause contained in the
Agreement is binding on all of Plaintiff’s claims and is mandatory
under 	the 	FAA. 	Def’s 	Motion, 	ECF 	No. 	4 	at 	p. 	1. 	Plaintiff 	argues
the arbitration clause is not binding, because the claims asserted
are 	not 	grounded 	in 	the 	contract; 	rather, 	they 	are 	related 	to
traditional duties between business partners under Delaware state
law. 	ECF 	No. 	6 	at 	pp. 	2-3. 	In 	addition, 	Plaintiff 	contends 	the
case 	should 	not 	be 	dismissed, 	as 	United 	States 	Supreme 	Court
precedent requires litigation sent to arbitration be stayed rather
than dismissed. Id. at p. 8. 2 Furthermore, Plaintiff asserts only
Plaintiff and Defendant Cognosante were parties to the Agreement,
meaning 	claims 	against 	Defendants 	Accenture 	and 	Cognosante
Holdings are not bound by the arbitration clause. For the reasons
discussed below, the Court GRANTS IN PART the subject Motion as it
pertains 	to 	Defendants’ 	Motion 	to 	Compel 	Arbitration 	relating 	to
2 	Smith v. Spizzirri, 601 U.S. 472, 474 (“The question here is whether
§ 3 [of the FAA] permits a court to dismiss the case instead of
issuing a stay when the dispute is subject to arbitration and a party
requests a stay pending arbitration. It does not.”)
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claims 	against 	Defendant 	Cognosante 	and 	DENIES 	without 	prejudice
the Defendants’ Motion to Dismiss. ECF No. 4.
A. Defendants’ 	Motion 	to 	Dismiss 	is 	DENIED 	without 	prejudice 	and
litigation is stayed.
In Smith v. Spizzirri, 601 U.S. 472, the Supreme Court ruled
district 	courts 	are 	not 	permitted 	to 	dismiss 	litigation 	in 	favor
of 	arbitration 	in 	the 	absence 	of 	a 	countervailing 	jurisdictional
issue. Further, the FAA “overrides any discretion a district court
might 	otherwise 	have 	had 	to 	dismiss 	a 	suit 	when 	the 	parties 	have
agreed to arbitration,” so long as one party requests a stay. Smith
v. 	Spizzirri, 	601 	U.S. 	472, 	477 	(2024). 	The 	fact 	that 	all 	claims
are 	subject 	to 	arbitration 	is 	not 	dispositive 	on 	a 	motion 	to
dismiss. 	Id. 	at 	466. Rather, 	the 	FAA 	requires 	lawsuits 	pending
arbitration be stayed, per plain language of the statute. Id. See
Maine Community Health Options v. United States, 590 U.S. 296, 310
(2020) 	(“‘Unlike 	the 	word 	“may,” 	which 	implies 	discretion, 	the
word “shall” usually connotes a requirement.’”) Moreover, the FAA
instructs 	courts 	to 	take 	on 	a 	“supervisory 	role,” 	which 	can 	only
occur 	if 	the 	case 	is 	still 	present 	on 	that 	court’s 	active 	docket
during arbitration. Id. at 478. Courts may dismiss an action being
sent to arbitration only if there is a separate reason to dismiss,
such 	as 	a 	lack 	of 	jurisdiction. 	Id. 	at 	n. 	2. 	A 	valid 	arbitration
clause does not deprive the Court of subject matter jurisdiction.
Spizzirri, 601 U.S. at 474 (“The question here is whether § 3 [of
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the FAA] permits a court to dismiss the case instead of issuing a
stay 	when 	the 	dispute 	is 	subject 	to 	arbitration 	and 	a 	party
requests a stay pending arbitration. It does not.”)
This 	Court 	must 	possess 	either 	diversity 	jurisdiction 	or
federal 	question 	jurisdiction 	for 	subject 	matter 	jurisdiction 	to
exist. 	Diversity 	jurisdiction 	exists 	“where 	the 	matter 	in
controversy 	exceeds 	the 	sum 	or 	value 	of 	$75,000, 	exclusive 	of
interest 	and 	costs, 	and 	is 	between 	... 	citizens 	of 	different
States.” 28 U.S.C. § 1332(a)(1).
Here, 	the 	litigation 	must 	be 	stayed 	rather 	than 	dismissed
because 	the 	Court 	has 	subject 	matter 	jurisdiction 	through
diversity 	and 	the 	Plaintiff 	has 	requested 	a 	stay. 	Plaintiff’s
Response, ECF No. 6 at p. 8-9. Both parties concede that Plaintiff
BGD 	Holdings 	is 	a 	West 	Virginia 	corporation, 	with 	Defendants
possessing citizenship as limited liability companies in Delaware
and 	Illinois. 	Compl., 	ECF 	No. 	1-2 	at 	¶¶ 	1-4; 	ECF 	No. 	4 	at 	p. 	8.
Furthermore, 	the 	amount 	in 	controversy 	is 	satisfied 	because
Plaintiff 	claims 	that 	it 	was 	deprived 	of 	opportunities 	worth
“millions 	of 	dollars” 	by 	the 	Defendants 	and 	specifically 	of
$200,000 by Defendant Accenture. Compl., ECF No. 1-2 at ¶¶ 17-20.
Based 	on 	the 	validity 	of 	the 	arbitration 	clause, 	which 	will 	be
addressed below, and the existence of diversity jurisdiction, this
Court 	DENIES 	WITHOUT 	prejudice 	Defendant’s 	Motion 	to 	Dismiss 	and
STAYS the litigation, in accordance with Spizzirri.
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B. The 	arbitration 	clause 	in 	the 	Agreement 	is 	applicable 	because
it meets both required prongs under Delaware State Law.
State 	contract 	law 	governs 	whether 	parties 	have 	agreed 	to
arbitrate. 	See 	In 	re 	Cotton 	Yarn 	Antitrust 	Litig., 	505 	F.3d 	274
(4th Cir. 2007). Under Delaware law, to determine the arbitrability
of a claim, the court must (1) “determine whether the arbitration
clause 	is 	broad 	or 	narrow 	in 	scope” 	and 	(2) 	“apply 	the 	relevant
scope 	of 	the 	provision 	to 	the 	asserted 	legal 	claim 	to 	determine
whether 	the 	claim 	falls 	within 	the 	scope 	of 	the 	contractual
provisions 	that 	require 	arbitration. 	Parfi, 	817 	A.2d 	at 	155.
Arbitration 	clauses 	that 	use 	language 	like 	“any 	dispute,
controversy, 	or 	claim 	arising 	out 	of 	or 	in 	connection 	with 	this
agreement,” 	are 	considered 	broad. 	Id. 	See 	generally 	Majkowski 	v.
American Imaging Management Services, LLC, 913 A.2d 572 (Del. Ch.
2006) (finding an arbitration clause with the language “arise out
of” 	and 	“relate 	to” 	to 	be 	broad); 	Douzinas 	v. 	American 	Bureau 	of
Shipping, 	Inc., 	888 	A.2d 	1146 	(Del. 	Ch. 	2006) 	(referring 	to
“arising under” and “related to” language in an arbitration clause
as broad). If an arbitration clause is broad, courts will consider
the 	parties 	to 	have 	an 	“intent 	to 	arbitrate 	all 	possible 	claims
that touch on the rights set forth in their contract.” Parfi, 817
A.2d at 155.
Following 	Delaware 	case 	law, 	the 	present 	arbitration 	clause
is broad:
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Any Action arising out of, in connection with,
or relating to this Agreement or any breach or
alleged breach thereof shall be determined and
settled 	by 	confidential 	arbitration 	in
Washington, 	D.C., 	pursuant 	to 	the 	Commercial
Arbitration 	Rules 	then 	in 	effect 	of 	the
American 	Arbitration 	Association. 	Any 	award
shall 	be 	final, 	binding 	and 	conclusive 	upon
the 	Parties, 	and 	a 	judgment 	rendered 	thereon
may 	be 	entered 	in 	any 	court 	having
jurisdiction thereof.
ECF No. 4 at p. 52, Ex. 1 (emphasis added). 	See generally Majkowski
v. 	American 	Imaging 	Management 	Services, 	LLC, 	913 	A.2d 	572 	(Del.
Ch. 	2006). 	This 	language 	is 	broad 	under 	the 	standard 	and 	thus
applies to “all possible claims that touch on the rights set forth
in 	the 	contract.” 	Here, 	Plaintiff’s 	claims 	include 	constructive
fraud, 	breach 	of 	duties, 	a 	proper 	and 	complete 	accounting, 	and
attorney 	fees 	based 	on 	bad 	faith 	and 	dealing. 	Under 	the 	contract
an “action” within the arbitration clause is defined as:
any action, arbitration, audit, claim, charge,
complaint, 	controversy, 	demand, 	dispute,
examination, 	hearing, 	investigation,
litigation, mediation, petition, review, suit
or other proceeding, whether civil, criminal,
judicial, 	administrative, 	investigative 	or
otherwise, in law or in equity.
ECF No. 4, p. 22, ex. 1.
Because 	the 	scope 	of 	the 	arbitration 	clause 	is 	broad 	following
Delaware 	law 	and 	Delaware 	courts 	have 	interpreted 	an 	“intent 	to
arbitrate 	all 	possible 	claims 	that 	touch 	on 	the 	rights 	set 	forth
in 	their 	contract[,]” 	and 	the 	meaning 	of 	“action” 	within 	the
Agreement is wide reaching, each of Plaintiffs claims touch on the
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rights included in the contract. Parfi, 817 A.2d at 155. Employing
the Adkins factors below, the Court further maintains arbitration
is mandatory and sets forth in detail that all Plaintiff’s claims
touch 	on 	the 	rights 	included 	in 	the 	contract 	and 	therefore 	fall
within 	the 	broad 	scope 	of 	contractual 	provisions 	that 	require
arbitration. Moreover, neither party has contested the validity of
the 	contract 	or 	argued 	the 	arbitration 	clause 	is 	unconscionable.
Therefore, the arbitration clause is valid.
C. Because all Adkins factors for mandatory arbitration under the
FAA 	have 	been 	met 	for 	each 	claim, 	the 	Motion 	to 	Compel
Arbitration is GRANTED.
The 	Defendants’ 	Motion 	to 	Compel 	Arbitration 	is 	GRANTED
because 	all 	four 	factors 	required 	to 	compel 	arbitration 	under
Adkins are met.
Section 2 of the FAA sets forth:
[a] 	written 	provision 	in 	. 	. 	. 	a 	contract
evidencing a transaction involving commerce to
settle by arbitration a controversy thereafter
arising 	out 	of 	such 	contract 	or 	transaction,
. . . or an agreement in writing to submit to
arbitration an existing controversy arising .
. 	. 	out 	of 	such 	a 	contract, 	transaction, 	or
refusal, 	shall 	be 	valid, 	irrevocable, 	and
enforceable, 	save 	upon 	such 	grounds 	as 	exist
at law or in equity for the revocation of any
contract 	or 	as 	otherwise 	provided 	in 	chapter
4.
9 	U.S.C. 	§ 	2. 	The 	“party 	seeking 	to 	enforce 	the 	arbitration
agreement, bears the initial burden” of demonstrating to the court
that 	the 	parties 	entered 	into 	an 	enforceable 	arbitration
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agreement. 	Little 	v. 	Cellco 	P'ship, 	304 	F. 	Supp. 	3d 	508, 	510
(S.D.W. Va. 2018). To satisfy this burden, and compel arbitration
under Section 2, a litigant must:
demonstrate: 	‘(1) 	the 	existence 	of 	a 	dispute
between 	the 	parties, 	(2) 	a 	written 	agreement
that 	includes 	an 	arbitration 	provision 	which
purports 	to 	cover 	the 	dispute, 	(3) 	the
relationship 	of 	the 	transaction, 	which 	is
evidenced 	by 	the 	agreement, 	to 	interstate 	or
foreign commerce, and (4) the failure, neglect
or 	refusal 	of 	the 	defendant 	to 	arbitrate 	the
dispute.’
Adkins v. Labor Ready. Inc., 303 F.3d 496, 500-501 (4th Cir. 2002).
The 	filing 	of 	a 	Complaint 	evidences 	a 	clear 	dispute 	between
parties, sufficient to satisfy factor one. See Frashuer v. Altice
USA, Inc., No. 2:21-CV-17, 2023 WL 195523 *2 (N.D.W. Va. Jan. 17,
2023) 	(citations 	omitted) 	(finding 	a 	dispute 	between 	parties, 	as
evidenced 	by 	Plaintiff’s 	Complaint, 	satisfies 	the 	first 	Adkins
factor). Furthermore, if the two parties are citizens of different
states 	and 	the 	contract 	relates 	to 	the 	exchange 	of 	commerce, 	the
third 	factor 	will 	be 	met. 	Id. 	The 	agreement 	must 	merely 	“affect”
interstate 	commerce 	in 	some 	capacity 	to 	meet 	the 	standard 	of
relating 	to 	commerce. 	Allied-Bruce 	Terminiz 	Cos 	v. 	Dobson, 	513
U.S. 	265, 	273-74 	(1995). 	With 	regard 	to 	factor 	four, 	where 	a
defendant 	successfully 	demonstrates 	the 	parties 	entered 	into 	an
agreement 	to 	arbitrate, 	“the 	burden 	shifts 	to 	the 	plaintiff 	to
show that even though there was some written contract, [they] did
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not 	actually 	agree 	to 	it” 	for 	a 	“reason 	evincing 	lack 	of 	true
agreement.” Little, at *10.
The elements regarding each claim are discussed below.
1. Constructive Fraud and Breach of Duty to Minority Member
[Counts I and II]
All four elements to compel arbitration under Adkins are met
regarding Counts I and II. First, a dispute exists between parties,
as evidenced by the filing of a Complaint, satisfying factor one.
Compl., 	ECF 	No. 	1-2. 	Second, 	both 	the 	constructive 	fraud 	claim,
and 	breach 	of 	duty 	claim 	relate 	to 	specific 	provisions 	of 	the
contract 	covered 	by 	the 	arbitration 	agreement, 	satisfying 	factor
two, 	as 	further 	discussed 	below. 	Third, 	the 	parties 	are 	diverse
citizens 	as 	established 	infra, 	and 	the 	Agreement 	relates 	to 	the
exchange 	of 	commerce, 	specifically, 	the 	agreement 	governs 	the
commercialization 	of 	LiDAR 	Technology 	across 	state 	lines,
affecting interstate commerce in some capacity. Compl., ECF 1-2 at
¶¶ 	1-5 	and 	9-10. 	Finally, 	the 	fourth 	factor 	is 	met 	because
Plaintiff actively opposes arbitration and has failed to arbitrate
the parties’ disputes prior to initiating this action. See ECF No.
6.
Regarding factor two of Plaintiff’s constructive fraud claim,
Plaintiff 	asserts 	harm 	to 	rights 	which 	arise 	from, 	or 	are 	in
connection 	with, 	or 	relate 	to 	the 	Agreement. 	Specifically,
Plaintiff alleges Defendants made “false or misleading statements
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regarding the amounts, purpose, and benefits of expenses incurred
by RedTail,” and “false or misleading statement[s] related to the
collaterization 	[sic] 	of 	RedTail 	by 	the 	managing 	member’s 	use 	of
RedTail 	as 	their 	own, 	solely-owned 	asset[.]” 	Compl. 	at 	¶ 	28.
Plaintiff further stated “[t]his fraud has harmed BGD’s rights as
a 	member.” 	Id. 	at 	¶ 	29. 	The 	Court 	disagrees 	with 	Plaintiff’s
contention that its claims constitute independent causes of action
not encompassed by the arbitration clause. Because this Court has
established the scope of the arbitration clause to be broad under
Delaware 	law, 	the 	rights 	asserted 	by 	Plaintiff 	fall 	within 	the
scope 	of 	arbitration. 	See 	Ex. 	A 	at 	§ 	5.3 	of 	the 	Agreement,
governing the duties Plaintiff is owed as a member of RedTail; See
also 	Ex. 	A 	at 	Art. 	8. 	Of 	the 	Agreement, 	detailing 	Plaintiff’s
rights 	as 	minority 	member 	of 	RedTail 	to 	the 	books 	and 	records 	it
alleges it is owed in its Complaint.
Plaintiff further contends its claims do not arise out of the
limited liability agreement between the Parties. Regarding factor
two 	of 	Plaintiff’s 	breach 	of 	duty 	to 	a 	minority 	member, 	under
Delaware 	state 	law, 	limited 	liability 	companies 	(“LLCs”) 	are
governed by the Limited Liability Company Act, 6 Del. Code §§ 18-
101-18-1208 	(2026) 	(“LLCA”). 	Section 	18-1101(b) 	of 	the 	LLCA
provides the policy of the chapter is “to give the maximum effect
to the principle of freedom of contract and to the enforceability
of 	limited 	liability 	company 	agreements.” 	Del. 	Code 	Ann. 	tit. 	6,
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§ 	18-1101(b). 	The 	LLCA 	intends 	to 	“provide 	members 	with 	broad
discretion 	in 	drafting 	the 	Agreement 	and 	to 	furnish 	default
provisions 	when 	the 	members' 	agreement 	is 	silent.” 	Elf 	Atochem,
727 A.2d at 291 (Del. 1999) (emphasis added). Further, members are
permitted 	to 	expand, 	restrict, 	or 	eliminate 	fiduciary 	duties
traditionally owed by members under Delaware corporate law, aside
from 	the 	implied 	covenant 	of 	good 	faith 	and 	fair 	dealing. 	Del.
Code 	Ann. 	tit. 	6, 	§ 	18-1101(c). 	See 	also 	Holifield 	v. 	XRI
Investment 	Holdings 	LLC, 	304 	A.3d 	896, 	921 	(Del. 	2023) 	(“Members
of 	[LLCs] 	must 	appreciate 	that 	with 	the 	benefits 	of 	investing 	in
[LLCs] 	often 	comes 	the 	limitation 	of 	looking 	to 	the 	contract 	as
the exclusive source of protective rights.”) (internal quotations
omitted). 	Delaware’s 	approach 	to 	analyzing 	an 	internal 	affairs
litigation issue with an LLC is as follows:
“The first step . . . 	is . . . to examine the
LLC 	agreement 	to 	determine 	whether 	it
addresses 	the 	issue. 	If 	the 	agreement 	covers
the 	issue, 	the 	agreement 	controls 	unless 	it
violates 	one 	of 	the 	[LLCA]’s 	mandatory
provisions. 	If 	the 	agreement 	is 	silent, 	then
the 	Court 	must 	look 	to 	the 	[LLCA] 	to 	see 	if
one 	of 	its 	default 	provisions 	apply. 	If
neither the agreement nor the [LLCA] addresses
the matter, the rules of law and equity shall
govern.
Id. 	(quoting 	In 	re 	Coinmint, 	LLC, 	261 	A.3d 	867, 	900–01 	(Del. 	Ch.
2021)). 	When 	a 	party’s 	duties 	are 	listed 	in 	the 	terms 	of 	an 	LLC
agreement, and those duties are alleged to have been breached, the
claims “arise out of” the agreement. See Elf Atochem, 727 A.2d at
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295 	(finding 	breach 	of 	fiduciary 	duty 	claims 	arose 	out 	of 	an 	LLC
agreement when the agreement specified the defendant was the chief
executive officer of the LLC and the allegations went to his duties
as the CEO).
Here, 	Plaintiff’s 	claims 	clearly 	arise 	out 	of 	the 	LLC
Agreement and are bound by the arbitration clause because § 5.3 of
the LLC agreement specifically discusses the fiduciary duties held
by 	the 	officers 	of 	RedTail. 	Specifically, 	the 	agreement 	reads 	as
follows:
the 	Officers, 	in 	the 	performance 	of 	their
duties 	as 	such, 	shall 	owe 	the 	Company 	and 	to
the 	Members 	the 	same 	fiduciary 	duties 	as 	are
owed 	under 	the 	Laws 	of 	the 	State 	of 	Delaware
(including its common law) by officers to the
stockholders 	of 	a 	corporation 	incorporated
under 	the 	Laws 	of 	the 	State 	of 	Delaware, 	and
(ii) 	to 	the 	fullest 	extent 	permitted 	by 	the
Law, . . . no Member or Manager or any of their
respective Affiliates will have any fiduciary
duties or other liability . . . to the Company
or 	its 	Subsidiaries, 	or 	to 	any 	other 	Manager
or Member or their respective Affiliates.
ECF No. 4 at p. 36-37,Ex. 1. Plaintiff argues its claims relating
to 	Defendants’ 	alleged 	breach 	of 	duties 	are 	not 	bound 	by 	the
arbitration 	clause 	because 	Defendants’ 	fiduciary 	duties 	exist
outside 	the 	Agreement. 	ECF 	No. 	6 	at 	p. 	4. 	This 	argument 	is 	not
persuasive 	to 	the 	Court. 	Although 	majority 	members 	of 	an 	LLC 	do
owe minority members certain fiduciary duties under law, Delaware
case law is clear that the LLC agreement and the rights it provides
control unless it violates a provision of the LLCA or is silent on
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an 	issue. 	There 	is 	no 	indication 	or 	allegations 	asserted 	by 	the
parties 	that 	the 	Agreement 	violates 	the 	LLCA 	in 	any 	capacity.
Further, 	the 	Agreement 	is 	not 	silent 	regarding 	fiduciary 	duties.
See ECF No. 4 at p. 36-37, Ex. 1.
Plaintiff 	seems 	to 	argue 	that 	the 	Agreement 	is 	silent
regarding 	fiduciary 	duties, 	thus 	implicating 	the 	duties 	provided
for 	under 	Delaware 	state 	law. 	ECF 	No. 	6 	at 	p. 	4-5. 	However, 	this
is not the case, and the argument fails. See ECF No. 4, p. 36-37,
Ex. 1.
The 	instant 	case 	is 	even 	more 	compelling 	than 	Elf 	Atochem,
given 	the 	subject 	Agreement 	contains 	terms 	relating 	directly 	to
fiduciary duties for which the Defendants Cognosante and Accenture
are 	specifically 	alleged 	to 	have 	broken. 	See 	Compl., 	ECF 	No. 	1-2
at ¶¶ 31-33.
For 	the 	reasons 	stated 	above, 	all 	four 	elements 	to 	compel
arbitration 	under 	Adkins 	are 	met 	for 	Counts 	I 	and 	II. 	Thus, 	the
Court 	GRANTS 	the 	Defendant’s 	Motion 	to 	Compel 	Arbitration 	as 	to
those claims.
2. Accounting & Bad Faith claims [Counts III and IV]
Factors 	one, 	three, 	and 	four 	are 	satisfied 	for 	the 	same
reasons 	stated 	above. 	Factor 	two 	is 	satisfied 	as 	to 	both 	the
accounting 	claim 	and 	bad 	faith 	claim 	because 	each 	relate 	to
specific 	provisions 	of 	the 	contract 	covered 	by 	the 	arbitration
agreement. 	Regarding 	the 	accounting 	claim, 	§ 	8.2 	of 	the 	written
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Agreement states, “the Board of Managers shall keep or cause to be
kept complete and accurate books and records of the company . . .
.” ECF No. 4 at p. 49, Ex. 1. The alleged breach of this provision
falls 	within 	the 	scope 	of 	the 	arbitration 	clause. 	Regarding 	the
bad faith claims, Plaintiff alleges the Defendants have “acted in
bad faith in dealing with Plaintiff BGD.” Id. Under Delaware Law,
limited 	liability 	company 	agreements 	“may 	not 	eliminate 	the
implied contractual covenant of good faith and fair dealing.” Del.
Code 	Ann. 	tit. 	6, 	§ 	18-1101. 	Thus, 	a 	covenant 	of 	good 	faith 	and
fair 	dealing 	exists 	here. 	Because 	the 	alleged 	breach 	of 	the
covenant of good faith relates to the subject Agreement, the claim
falls within the arbitration clause.
Plaintiff contends a footnote in the Agreement stating “Note
to 	Seller: 	Cognosante 	expects 	any 	disputes 	to 	be 	resolved
confidentially 	in 	arbitration, 	not 	in 	open 	court,” 	indicates 	the
arbitration 	clause 	is 	merely 	a 	request. 	ECF 	No. 	6 	at 	p. 	6. 	This
argument 	fails 	because 	all 	four 	factors 	compelling 	arbitration
under 	Adkins 	are 	met. 	Therefore, 	Defendant’s 	Motion 	to 	Compel
Arbitration is GRANTED as to Counts III and IV.
D. All Defendants are bound by the arbitration clause.
When a nonparty to an arbitration agreement seeks relief under
the 	FAA, 	the 	district 	court 	must 	undergo 	an 	analysis 	of 	whether
“the relevant state contract law allows [that nonparty] to enforce
the 	agreement.” 	Rogers 	v. 	Tug 	Hill 	Operating, 	LLC, 	76 	F.4th 	279,
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287 (4th Cir. 2023) (quoting Arthur Andersen LLP v. Carlisle, 556
U.S. 	624, 	631-32 	(2009). 	Nonsignatory 	parties 	to 	a 	written
agreement 	may 	be 	able 	to 	enforce 	arbitration 	arising 	from 	said
agreement 	under 	“traditional 	principles” 	of 	state 	law 	such 	as
“assumption, piercing the corporate veil, alter ego, incorporation
by 	reference, 	third-party 	beneficiary 	theories, 	waiver 	and
estoppel.” 	Arthur 	Anderson, 	556 	U.S. 	at 	629 	(internal 	quotations
and 	citation 	omitted). 	See 	also 	Int'l 	Paper 	Co. 	v. 	Schwabedissen
Maschinen & Anlagen GMBH, 206 F.3d 411, 416 (4th Cir. 2000) (“While
a contract cannot bind parties to arbitrate disputes they have not
agreed to arbitrate, it does not follow . . . that under [the FAA]
an obligation to arbitrate attaches only to one who has personally
signed 	the 	written 	arbitration 	provision.”) 	(internal 	quotations
and citation omitted).
a. Defendant Accenture
Specifically, 	the 	Fourth 	Circuit 	has 	held 	that 	“[w]hen 	the
charges 	against 	a 	parent 	company 	and 	its 	subsidiary 	are 	based 	on
the 	same 	facts 	and 	are 	inherently 	inseparable, 	a 	court 	may 	refer
claims against the parent to arbitration even though the parent is
not 	formally 	a 	party 	to 	the 	arbitration 	agreement.” 	Burlington
Ins. Co. v. Trygg-Hansa Ins. Co. AB, 9 Fed. App’x 196, 203-04 (4 th
Cir. 	2001) 	(quoting 	J.J. 	Ryan 	& 	Sons, 	Inc. 	v. 	Rhone 	Poulenc
Textile, S.A., 863 F.2d 315, 320–21 (4th Cir.1988)).
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Here, the claims against Defendant Cognosante and Accenture are
nearly 	identical 	in 	Plaintiff’s 	Complaint. 	See 	ECF 	No. 	1-2.
Furthermore, 	Plaintiff 	essentially 	conflates 	the 	allegations
against 	both 	Defendant 	Cognosante 	and 	Accenture 	into 	one
collective 	allegation. 	ECF 	No. 	1-2 	at 	¶ 	24. 3 	Therefore, 	claims
against Defendant Accenture as the parent company can be compelled
to arbitration as well, despite Accenture not being a party to the
original agreement.
b. Defendant Cognosante Holdings
Since 	there 	are 	no 	actual 	claims 	against 	Defendant 	Cognosante
Holdings 	in 	the 	Complaint, 	aside 	from 	the 	fact 	that 	Defendant
Cognosante 	is 	a 	wholly 	owned 	subsidiary, 	this 	Court 	must 	look 	to
the five traditional common law principles that allow a non-signing
party 	to 	be 	bound. 	See 	ECF 	No. 	1-2. 	The 	only 	viable 	option 	for
Defendant Cognosante Holdings is estoppel.
Under 	Delaware 	state 	law, 	to 	estop 	a 	signatory 	from 	avoiding
arbitration 	with 	a 	non-signatory, 	courts 	apply 	an 	“alternative
3 	“Defendant Cognosante and Accenture’s oppression includes, but is not
limited 	to: 	failing 	to 	market 	and 	commercialize 	the 	LiDAR 	technology;
failing to follow corporate formalities and state laws, including duties
of care and loyalty; failing to hold timely member meetings; failing to
provide proper notice for member meetings; using Redtail as collateral
for independent financing; removing cash from RedTail accounts without
notice, authority, authorization, or explanation; refusing to recognize
Plaintiff’s 	rights 	as 	a 	member 	of 	RedTail; 	refusing 	to 	provide
information 	and/or 	reporting 	regarding 	RedTail; 	self-dealing 	to 	the
detriment 	of 	Plaintiff 	BGD 	Holdings, 	LLC 	and 	RedTail; 	and 	ignoring 	or
foregoing business opportunities for its own interests.” ECF No. 1-2 at
¶ 24.
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estoppel 	theory.” 	NAMA 	Holdings, 	LLC 	v. 	Related 	World 	Market
Center, LLC, 922 A.2d 417, n. 35 (Del. Ch. 2007). Courts are much
less hesitant to “estop a signatory from avoiding arbitration with
a 	non-signatory, 	rather 	than 	vice 	versa.” 	Ishimaru 	v. 	Fung, 	No.
CIV.A. 929, 2005 WL 2899680 at *18 n. 50 (Del. Ch. Oct. 26, 2005)
(citation 	omitted). 	Under 	the 	alternative 	estoppel 	theory, 	as
detailed 	by 	the 	Eleventh 	Circuit, 	takes 	into 	consideration 	the
“relationship of the entities involved, as well as the relationship
of the alleged wrongs to the nonsignatory’s obligations and duties
in 	the 	contract.” 	If 	the 	claims 	are 	“intimately 	founded 	in 	and
intertwined 	with 	the 	underlying 	contract 	obligations,” 	the 	non-
signing 	party 	can 	be 	compelled 	to 	arbitrate. 	NAMA 	Holdings, 	922
A.2d 	at 	n. 	35 	(quoting 	Sunkist 	Soft 	Drinks, 	Inc. 	v. 	Sunkist
Growers, Inc., 10 F.3d 753, 757 (11th Cir. 1993)).
V. 	CONCLUSION
For 	the 	reasons 	discussed 	above, 	Defendants’ 	Motion 	to
Dismiss and Compel Arbitration is GRANTED in part as to compelling
arbitration for claims against Defendant Cognosante and DENIED as
to 	dismissing 	the 	action. 	Instead, 	the 	Court 	STAYS 	the 	action
pending 	arbitration. 	Assuming 	that 	Defendants 	Accenture 	and
Cognosante Holdings are found to be bound by the Agreement, claims
against 	them 	should 	also 	be 	sent 	to 	arbitration, 	pending
clarification from the parties.
It is so ORDERED
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The Clerk is hereby directed to transmit copies of this Order
to counsel of record.
DATED: September 29, 2026
____________________________
THOMAS S. KLEEH, CHIEF JUDGE
NORTHERN DISTRICT OF WEST VIRGINIA
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