Vortex Infrastructure Holdco LLC v. Casey Kane, C.A. No.2023-0781-SEM

Plaintiff, Vortex Infrastructure Holdco LLC (a Delaware LLC), sought a declaratory judgment requiring former employee and incentive unit holder Casey Kane to sell his remaining incentive units back to the company for breach of non-competition provisions in their agreements.
Kane had signed both an Amended and Restated LLC Agreement and a contemporaneous Incentive Unit Agreement, each with different forum selection clauses.
The LLC Agreement allowed for litigation in state or federal courts in either Delaware or Texas, while the Incentive Unit Agreement specified only Harris County, Texas courts.
Upon his resignation and subsequent employment with competitors, Plaintiff invoked provisions requiring Kane to sell his units at $0.00 value, leading to this Delaware litigation; Kane also sued in Texas.
Kane moved to dismiss under Rule 12(b)(1) and 12(b)(3), alleging improper venue due to the forum selection clause in the Incentive Unit Agreement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Which forum selection clause governs?	The LLC Agreement's clause (Delaware or Texas courts) controls this dispute.	The Incentive Unit Agreement restricts venue solely to Harris County, Texas.	Incentive Unit Agreement clause governs, restricting venue to TX.
Scope of the dispute under each agreement	Dispute is not about grant/vesting so not covered by Incentive Unit Agreement.	Dispute arises from and is connected to the grant of incentive units.	The dispute arises out of connection with incentive units; falls under TX clause.
How to reconcile conflicting clauses	Reading Incentive Unit clause broadly undermines LLC Agreement protections.	Specific/special clause (Incentive Unit) prevails over general (LLC Agreement).	Specific-over-general principle: Incentive Unit clause prevails.
Should the case be dismissed for venue?	Arguments on forum non conveniens if TX clause does not govern.	Dismiss under Rule 12(b)(3) for improper venue per the forum selection clause.	Case dismissed without prejudice under Rule 12(b)(3) for improper venue.

Town of Cheswold v. Central Delaware Business Park, 188 A.3d 810 (Del. 2018) (contemporaneously executed, interrelated agreements are interpreted as a whole)
DCV Hldgs., Inc. v. ConAgra, Inc., 889 A.2d 954 (Del. 2005) (specific contract provisions control over general when interpreting potentially conflicting terms)
Parfi Holding AB v. Mirror Image Internet, Inc., 817 A.2d 149 (Del. 2002) (scope of contractually-mandated dispute-resolution turns on whether claims arise out of the agreement)