Balakrishnan v. TTEC Digital LLC
1:23-cv-01204
D. Colo.May 29, 2025Background
- This dispute centers on a February 2020 Stock Purchase Agreement (SPA), under which TTEC Digital LLC acquired 70% of Serendebyte Inc., founded by Dilip Balakrishnan.
- The SPA granted Balakrishnan the right to force TTEC to purchase the remaining 30% shares (the "Put Option") during 2023, with the buyout price tied to Serendebyte’s financial performance.
- In December 2023, Balakrishnan exercised the Put Option, but TTEC insisted he must sign a full release of claims, including dismissing the ongoing lawsuit, as part of the transaction.
- Balakrishnan refused to sign such a release, arguing that the SPA does not require this condition; TTEC countered that it does.
- Balakrishnan’s lawsuit alleged, among other things, fraudulent inducement by TTEC in getting him to sign the SPA; this specific claim was later ruled time-barred by the court.
- The present order concerns whether Balakrishnan may use fraudulent inducement as an affirmative defense to TTEC’s counterclaim for specific performance of the release provision, despite the underlying claim being time-barred.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Balakrishnan can assert a fraudulent-inducement defense after his affirmative claim was time-barred | Should be allowed because Delaware law generally does not bar affirmative defenses on limitations grounds | Not permitted, as the defense mirrors a time-barred claim, plaintiff is initial aggressor, and defense is remote from the transaction at issue | Not allowed; fraudulent-inducement defense is barred |
Key Cases Cited
- Sunder Energy, LLC v. Jackson, 305 A.3d 723 (Del. Ch. 2023) (general rule is that statutes of limitations do not bar defenses but exceptions apply where defenses mirror time-barred claims or seek affirmative relief)
- Del. Chems., Inc. v. Reichhold Chems., Inc., 121 A.2d 913 (Del. Ch. 1956) (statute of limitations applies to defenses that are in substance affirmative claims)
- 118 E. 60th Owners, Inc. v. Bonner Props., Inc., 677 F.2d 200 (2d Cir. 1982) (initial plaintiff cannot rely on the statutes of limitations exceptions for defenses)