Yasser Draini v. Naseeb Networks, Inc., 12774-VCMR

Background

Plaintiff Yasser Draini alleges he paid for 824,517 Naseeb Networks, Inc. shares (with 190,267 escrowed) and was promised 158,561 stock options, but never received certificates or options; he seeks specific performance or fair value.
Draini purchased one-third of an Al Safat block of Naseeb shares via a multi-party arrangement executed after a November 11, 2012 stock purchase agreement; he paid ~155,355 SAR in April 2013.
Draini entered an Employment Agreement with Gulf Tradanet and a stock option agreement with Naseeb in late 2012; he later resigned and executed a December 26, 2013 Exit Agreement with Gulf.
The Exit Agreement: (1) granted Draini 634,250 non-escrowed Naseeb shares and 158,561 options, (2) superseded prior agreements, (3) incorporated employment covenants (non-compete, confidentiality), and (4) included an arbitration clause specifying UNCITRAL rules, arbitration in Manama, Bahrain, but reserving the right to seek injunctive/equitable relief in a court for certain employment-related breaches.
Defendants moved to dismiss under Court of Chancery Rule 12(b)(1) (arbitration) and Rule 12(b)(2) (personal jurisdiction); the court considered whether the dispute is subject to arbitration and who decides arbitrability.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the court or arbitrator decides arbitrability	Exit Agreement governed by Saudi law; Saudi law should decide arbitrability	Delaware law applies; contract language controls who decides arbitrability	Court applies Delaware law and decides arbitrability because clause did not clearly delegate that question to arbitrator
Whether claims fall within the Exit Agreement's arbitration clause	Claims arise from separate stock purchase and option agreements, not the Exit Agreement	Exit Agreement expressly includes the shares/options as payments/benefits and supersedes prior agreements	Claims "arise out of or relate to" the Exit Agreement and are subject to arbitration
Whether the carve-out for injunctive/equitable relief preserves court jurisdiction over these claims	Draini: carve-out preserves right to seek remedies in court for his claim	Defendants: carve-out applies only to employment covants carried from Employment Agreement	The injunctive-relief carve-out applies only to claimed breaches of the incorporated employment restrictions; Draini's stock-issuance/valuation claim is not excluded and must be arbitrated
Personal jurisdiction defense tied to arbitration forum concerns	Draini: defendants might refuse Bahrain arbitration; forum concerns mean case should stay in court	Defendants: Naseeb and Rahman are bound and willing to arbitrate; other defendants have joined the arbitration motion	Court dismissed on arbitration grounds, rendering personal jurisdiction motion moot; defendants likely estopped from avoiding arbitration forum objection

Key Cases Cited

NAMA Hldgs., LLC v. Related World Mkt. Ctr., LLC, 922 A.2d 417 (Del. Ch. 2007) (Delaware courts lack jurisdiction to decide disputes contractually committed to arbitration)
Majkowski v. American Imaging Mgmt. Servs., LLC, 913 A.2d 572 (Del. Ch. 2006) (Delaware arbitration policy favors broad interpretation of arbitration clauses)
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (delegation of arbitrability to arbitrator requires clear and unmistakable evidence)