H&S Ventures, Inc. v. RM Techtronics, LLC, N15C-11-082 JRJ

In 2013 H&S Ventures sold assets to RM Techtronics in exchange for a one‑third ownership interest; the parties executed an Asset Purchase Agreement (APA) and later an LLC Operating Agreement (LLC Agreement).
The APA contains a Put Right allowing H&S to compel RM to buy H&S’s membership units if RM fails to meet certain financial conditions within 12 months.
The APA lists exhibits and “Transaction Documents,” and expressly includes a form LLC Operating Agreement as an exhibit; the APA’s integration clause ties Transaction Documents to the APA.
The later-executed LLC Agreement contains a broad arbitration clause covering disputes “arising from or related in any way to this agreement,” and it references and contemplates the APA’s Put Right.
H&S sued RM for breach of contract to enforce the Put Right; RM moved to stay or dismiss in favor of arbitration, arguing the LLC Agreement’s arbitration clause applies.
The Superior Court concluded the APA and LLC Agreement are integrated, the arbitration clause is broad and applies to the dispute, and RM did not waive arbitration despite delay; the case was stayed pending an arbitrator’s decision on arbitrability.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the dispute is arbitrable (integration/scope)	H&S: claim arises solely under the APA; arbitration in LLC Agreement does not apply	RM: APA incorporates the LLC Agreement as a Transaction Document; arbitration clause covers disputes related “in any way” to the LLC Agreement	The APA and LLC Agreement are integrated; arbitration clause is broad and covers this dispute; arbitrability is for the arbitrator to decide
Whether RM waived its right to compel arbitration by delay and litigation participation	H&S: RM waited >10 months and substantially participated, so it waived arbitration	RM: Delaware favors arbitration; delay alone does not equal waiver absent prejudice to H&S	No waiver. Although RM delayed, H&S showed no substantial prejudice; arbitration favored by public policy, so stay granted pending arbitrator’s arbitrability decision

BAYPO Ltd. P’ship v. Tech. JV, LP, 940 A.2d 20 (Del. Ch. 2007) (integrated transaction documents can bring a separate agreement’s dispute within an arbitration clause)
James & Jackson v. Willie Gary, 906 A.2d 76 (Del. 2006) (two‑prong test for determining whether an arbitration clause delegates arbitrability to arbitrator)
Douzinas v. Am. Bureau of Shipping, Inc., 888 A.2d 1146 (Del. Ch. 2006) (arbitration clauses with broad language construed to encompass wide range of disputes)
Parfi Holding AB v. Mirror Image Internet, Inc., 842 A.2d 1245 (Del. Ch. 2004) (arbitration rights are rarely waived absent prejudice)