IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`CHRISTOPHER LUNDGREN,
`
`Petitioner,
`
`v.
`
`ALEX BROLA,
`
`Respondent,
`
`and
`
`CREDIT GLORY INC.,
`
`Nominal Respondent.
`
`C.A. No. 2022-0338-LWW
`
`[PROPOSED] PRE-TRIAL ORDER
`
`Pursuant to Court of Chancery Rule 16, and subject to the approval of the
`
`Court, Respondent Alex Brola (“Brola” or “Respondent”) submits [Proposed] Pre-
`
`Trial Order (the “Pre-Trial Order”). Petitioner and Respondent (each a “Party,” and
`
`together the “Parties”) may modify the Pre-Trial Order by agreement with approval
`
`of the Court.
`
`I.
`
`STATEMENT OF THE NATURE OF THE ACTION
`
`1.
`
`This is an action for dissolution of Credit Glory Inc. (“Credit Glory”)
`
`under 8 Del. C. § 273. Petitioner seeks dissolution and appointment of a receiver to
`
`1
`
`GRANTED
`
`
`
`EFiled: May 15 2025 11:41AM EDT
`Transaction ID 76280708
`Case No. 2022-0338-LWW
`
`
`
`CHRISTOPHER LUNDGREN,
`
`Petitioner,
`
`v.
`
`ALEX BROLA,
`
`Respondent,
`
`and
`
`CREDIT GLORY INC.,
`
`Nominal Respondent.
`
`C.A. No. 2022-0338-LWW
`
`[PROPOSED] PRE-TRIAL ORDER
`
`Pursuant to Court of Chancery Rule 16, and subject to the approval of the
`
`Court, Respondent Alex Brola (“Brola” or “Respondent”) submits [Proposed] Pre-
`
`Trial Order (the “Pre-Trial Order”). Petitioner and Respondent (each a “Party,” and
`
`together the “Parties”) may modify the Pre-Trial Order by agreement with approval
`
`of the Court.
`
`I.
`
`STATEMENT OF THE NATURE OF THE ACTION
`
`1.
`
`This is an action for dissolution of Credit Glory Inc. (“Credit Glory”)
`
`under 8 Del. C. § 273. Petitioner seeks dissolution and appointment of a receiver to
`
`1
`
`GRANTED
`
`
`
`EFiled: May 15 2025 11:41AM EDT
`Transaction ID 76280708
`Case No. 2022-0338-LWW
`
`
`
`conduct an accounting of Credit Glory’s assets and liability and determine a plan of
`
`dissolution and distribution of Credit Glory’s assets. Trial in this action will resolve
`
`the issues of (i) whether Petitioner has met his burden to show that he is entitled to
`
`dissolution under Section 273; and (ii) whether Petitioner’s claims are barred, in
`
`whole or in part, by laches, unclean hands, or bad faith.
`
`2.
`
`There is also a pending Motion for Contempt and Discovery Sanctions
`
`filed by Respondent, which the Court will resolve after trial.
`
`II.
`
`STATEMENT OF FACTS THAT ARE ADMITTED AND REQUIRE
`NO PROOF
`
`3.
`
`Credit Glory is a web-based service provider that offers to its
`
`customers, amongst other services, a monthly subscription to assist with disputing
`
`potentially inaccurate items on their credit report.
`
`4.
`
`On May 23, 2019, Credit Glory was converted to a Delaware
`
`corporation pursuant to 8 Del. C. § 265.
`
`5.
`
` Following the conversion to a Delaware corporation, Wills, Brola, and
`
`Lundgren each owned 500 shares of Credit Glory’s outstanding common capital
`
`stock.
`
`6.
`
`In August 2020, Wills sold his 500 shares back to Credit Glory in
`
`exchange for certain equity rights under a Phantom Stock Agreement. On August
`
`21, 2020, Credit Glory and Wills executed a Redemption Agreement and a
`
`2
`
`
`
`Unanimous Written Consent of Board of Directors and Shareholders in Lieu of
`
`Special Meeting of Credit Glory to effectuate the redemption of Wills’s 500 shares.
`
`7.
`
`8.
`
`Brola is the current President of Credit Glory.
`
`Petitioner communicated through the messaging apps Signal, Discord,
`
`and Slack, as well as ordinary phone-based text messaging, in connection with Credit
`
`Glory.
`
`9.
`
`Petitioner was fired from Credit Glory on February 3, 2022.
`
`III.
`
`STATEMENT OF FACTS AND LAW REMAINING TO BE
`LITIGATED
`
`A. Petitioner’s Statement
`
`10.
`
`This case is only about dissolution of CREDIT GLORY INC under 8
`
`Del. C. § 273, because Petitioner wants out of CREDIT GLORY INC—nothing
`
`more. It is not about sex, or retaliation, or hyper technical violations of discovery.
`
`11.
`
`To obtain dissolution under this statute, a petitioner must satisfy three
`
`threshold requirements that are well-pleaded in the Petition: (1) there are only two
`
`stockholders; (2) engaged in a joint venture (3) unable to agree about the desirability
`
`of continuing the joint venture.
`
`12.
`
`To prevail, Respondent must demonstrate illegality, actual fraud, or bad
`
`faith. In re Arthur Treacher’s Fish & Chips, 1980 WL 268070, at *4 (Del. Ch. July
`
`1, 1980) (“[W]here a voluntary corporate dissolution is sought…it is not to be
`
`3
`
`
`
`interfered with by the courts in the absence of illegality or actual fraud…a showing
`
`of bad faith”) (emphasis added).
`
`13. Respondent failed to make the requisite “showing of bad faith.” On this
`
`basis alone, Petitioner is entitled to Dissolution.
`
`14.
`
`Petitioner further maintains that certain additional points should be
`
`treated as uncontested or admitted facts. Respondent does not agree that these points
`
`should be treated as uncontested or admitted facts. Nor does Respondent agree with
`
`Petitioner’s characterizations of these points, or concede that these points are
`
`relevant to the claims and defenses in this action. These points are as follows:
`
`15.
`
`The Court held:
`
`The allegations are, overall, fairly conclusory. But under the plaintiff-
`friendly Rule 12(b)(6) standard and given the nature of the claim in this
`statutory proceeding, I err on the side of concluding that they are
`sufficient at this stage.
`
`Tr. 19:20-24.
`
`16. Respondent admits there are only two stockholders of CREDIT
`
`GLORY INC. See:
`
`REQUEST FOR ADMISSION No. 2: Admit that there are only two
`stockholders of CREDIT GLORY INC.
`Response to Request for Admission No. 2: Admitted.
`
`4
`
`
`
`17.
`
`The Court found there are only two stockholders. Tr., 14:19-22
`
`(“Although his interest might carry some attributes of stock, it does not necessarily
`
`provide him with an ownership interest in the company.”)
`
`18.
`
` The Court held:
`
`Although his interest might carry some attributes of stock, it does not
`necessarily provide him with an ownership interest in the company.
`
`Tr., 14:19-22.
`
`19. Respondent admits they are unable to agree about the desirability of
`
`continuing.
`
`REQUEST FOR ADMISSION No. 15: Admit that the Verified
`Amended Petition for Dissolution filed on August 5, 2022 by Petitioner,
`Lundgren states: Accordingly, Credit Glory should be dissolved in the
`manner set forth in his Proposed Plan for Dissolution, attached hereto
`as Exhibit A. (Pet., at 11)
`
`Response to Request for Admission No. 15(7): Admitted.
`
`Response to Request for Admission No. 36: Admitted insofar that
`Lundgren has made a verified statement that “Credit Glory should be
`dissolved in the manner set forth in his Proposed Plan for Dissolution”.
`
`20. Respondent admits that LUNDGREN and BROLA decided, after
`
`negotiation, to buy most shares of Michael Wills for over a million dollars.
`
`Respondent further admits LUNDGREN AND BROLA interests were equal to
`
`Michael Wills. (BROLA Dep. Tr. 22:5-24; 23:1-24; 24:1-14).
`
`5
`
`
`
`21. Respondent admits that BROLA and LUNDGREN equally shared
`
`control over the money; equally shared control over who would take out how much
`
`money. Sometimes they took out the same and sometimes and sometimes they took
`
`out different amounts. (BROLA Dep. Tr. 29:7-7) (“We would just decide together
`
`kind of on the fly.”); (BROLA Dep. Tr. 29:22-24) (“took out the same and
`
`sometimes” “took out different amounts”).
`
`22. Respondent admits that he, BROLA is currently taking 500,000 a year
`
`in disbursements. (BROLA Dep. Tr. 54:7).
`
`23. Respondent admits he does not recall that Credit Glory, Inc made any
`
`distributions to Director, and Secretary, LUNDGREN since the termination date in
`
`February of 2022. (BROLA Dep. Tr. 80:6-11).
`
`24. Respondent admits that LUNDGREN and BROLA would make joint
`
`decisions on taking disbursements. (BROLA Dep. Tr. 71:21-24; -72:1-3).
`
`25. Respondent admits that BROLA and LUNDGREN were in joint control
`
`with only two Directors.
`
`26. Respondent admits that he, BROLA was in sole control of Credit Glory
`
`after LUNDGREN termination of employment, termination of access to IT Systems,
`
`and termination of Corporate Communications. (BROLA Dep. Tr. 89:8-19).
`
`6
`
`
`
`27. Respondent admits that LUNDGREN is a Director, and Secretary of
`
`Credit Glory, Inc but Respondent does not consult with LUNDGREN on “major
`
`decisions.” (BROLA Dep. Tr. 42:17-23).
`
`28. Respondent admits that “After Chris was fired, there were no more
`
`board meetings.” (BROLA Dep. Tr. 44:1-2).
`
`29. Respondent admits that BROLA and LUNDGREN contributed equally
`
`to Credit Glory, Inc.
`
`Q. Did Chris put any money into the business?
`A. No.
`Q. Did you put any additional money into the business?
`A. Since we migrated to Delaware, I don’t believe so.
`
`14:21-24; 15:1-3
`
`30. Respondent admits that Credit Glory, Inc is built around the domain
`
`CreditGlory.com. (BROLA Dep. Tr. 54:10-13).
`
`31. Respondent admits that the domain CreditGlory.com facilitates revenue
`
`generation for Credit Glory, Inc. (BROLA Dep. Tr. 55:1-7).
`
`32. Respondent admits that the domain CreditGlory.com is advertised to
`
`consumers as representing the “brand” of the Credit Glory, Inc. (BROLA Dep. Tr.
`
`55: 8-11).
`
`33. Respondent admits to starting CREDIT SAGE, INC after terminating
`
`LUNDGREN. (BROLA Dep. Tr. 47:17-20).
`
`7
`
`
`
`34. Respondent admits CREDIT GLORY, INC and CREDIT SAGE, INC
`
`are in the same credit space but claims they use different marketing. (BROLA Dep.
`
`Tr. 46:10-13; 81:15-17).
`
`35. Respondent admits CREDIT GLORY, INC and CREDIT SAGE, INC
`
`use the same Customer Lists, Software, Trade Secrets, and Back end software.
`
`(BROLA Dep. Tr. 51:14-17; 67:6-9).
`
`36. Respondent admits to receiving Distributions from both CREDIT
`
`GLORY, INC and CREDIT SAGE, INC. (BROLA Dep. Tr. 53:19-24).
`
`37. Respondent admits Marko Petkovic is the CEO of CREDIT SAGE,
`
`INC, but claims Marko Petkovic is not paid by CREDIT SAGE, INC. 47:12-15.
`
`38. Respondent denies knowing Marko Petkovic, CEO of CREDIT SAGE,
`
`INC. issued a press release stating he, Marko Petkovic is the CEO of both CREDIT
`
`GLORY, INC and CREDIT SAGE, INC. (BROLA Dep. Tr. 47:17-20).
`
`39. Respondent admits that CREDIT GLORY INC held no further board
`
`meetings after the termination of Petitioner, LUNDGREN. (BROLA Dep. Tr. 45:8-
`
`13) (“Q. And after Chris was gone, there were no future board meetings; correct?"
`
`A. Correct.”).
`
`8
`
`
`
`40.
`
`Petitioner admits that Distribution of profits between Petitioner and
`
`Respondent were equal, as 50/50 owners, prior to termination of Petitioner.
`
`(LUNDGREN Dep. Tr. 73:1-11)
`
`41.
`
`Petitioner admits that Credit Glory Inc is a joint venture:
`
`THE WITNESS: Well, he had the evidence. Perhaps I already
`mentioned this, but we both as 50/50 owners, we receive distributions
`equally. We made decisions jointly on how those distributions were
`allocated at the end of the year if they were -- if there was excess funds
`in the corporate joint bank account. And we’ve had hundreds of
`conversations related to the services of the business itself, Credit Glory,
`the changing of those services and the evolution as they evolved
`significantly from 2019 onward, hundreds of conversations, both on
`voice text, et cetera, Slack, Discord, et cetera.
`
`(LUNDGREN Dep. Tr. 77:3-18).
`
`42.
`
`Petitioner has received no Distributions from CREDIT GLORY, INC
`
`as of his termination.
`
`B. Respondent’s Statement
`
`1. Whether Petitioner has met his burden to show an entitlement to
`
`dissolution under 8 Del. C. § 273.
`
`2. Whether Petitioner and Respondent were engaged in a joint venture.
`
`3. Whether Petitioner and Respondent were unable to agree on whether to
`
`discontinue the business or how to dispose of its assets.
`
`9
`
`
`
`4. Whether Petitioner was obligated to sell back his shares to the
`
`remaining stockholders upon his involuntary termination.
`
`5. Whether Petitioner was obligated to offer his shares for sale to the
`
`remaining stockholders or the Company upon filing his Petition for Dissolution.
`
`6. Whether Petitioner was obligated to offer his shares for sale to the
`
`remaining stockholders or the Company upon engaging in sexual harassment.
`
`7. Whether the relief Petitioner seeks is barred, in whole or in part, by the
`
`doctrine of laches due to Petitioner’s delay in prosecuting this action.
`
`8. Whether the relief Petitioner seeks is barred, in whole or in part, by the
`
`doctrines of unclean hands and bad faith due to Petitioner’s filing this action in
`
`retaliation for Petitioner’s having been fired from Credit Glory.
`
`9. Whether the relief Petitioner seeks is barred, in whole or in part, by the
`
`doctrine of bad faith because the petition in this action was not filed in good faith
`
`with an actual desire for the business to be discontinued.
`
`10.
`
`In addition to the above, Respondent incorporates by reference the
`
`statement of facts and law set forth in Respondent’s Pre-Trial Brief, which will
`
`provide a more complete recitation of the issues of fact and law that Respondent
`
`contends remain to be litigated.
`
`10
`
`
`
`11. Respondent maintains that it should be undisputed that Respondent
`
`owns the domain name creditglory.com. Among other things, Mr. Lundgren
`
`testified that Brola retains ownership of the domain name. See Lundgren Dep. 58:19-
`
`24. However, Petitioner maintains that this fact is still in dispute.
`
`12.
`
`Petitioner has further indicated that Petitioner believes that the
`
`following facts are either irrelevant or disputed. Respondent maintains that these
`
`facts are both relevant and undisputed:
`
`a. Wills’s current interests in Credit Glory are set forth in the August
`
`21, 2020, Phantom Stock Agreement.
`
`b. Lundgren is the owner of L1 Consulting, an entity not affiliated with
`
`Credit Glory.
`
`c. The February 7, 2022, termination letter that Petitioner received
`
`states that the Corporation has received several complaints regarding
`
`Petitioner’s conduct that give rise to allegations of sexual
`
`harassment, and which in any event are alleged to violate applicable
`
`law, and that Petitioner’s services with the Corporation must be
`
`immediately terminated.
`
`d. On April 21, 2022, Brittany Wheeler, who had been a Credit Glory
`
`employee working under Petitioner, filed an EEOC Complaint for
`
`11
`
`
`
`sex/gender discrimination, sexual harassment, hostile work
`
`environment, and constructive discharge.
`
`e. On November 21, 2023, the Supreme Court of the State of New
`
`York, County of New York entered judgment in favor of Ms.
`
`Wheeler on her EEOC Complaint.
`
`f. On April 21, 2022, Kristine Serrano, who had been a Credit Glory
`
`employee working under Petitioner, filed an EEOC Complaint for
`
`sex/gender discrimination, sexual harassment, hostile work
`
`environment, and constructive discharge.
`
`g. On November 15, 2023, the Supreme Court of the State of New
`
`York, County of New York entered judgment in favor of Ms.
`
`Wheeler on her EEOC Complaint.
`
`h. Upwork is a hiring platform that Petitioner used to hire personnel.
`
`IV.
`
`STATEMENT OF THE RELIEF SOUGHT BY THE PARTIES
`
`A. Petitioner’s Statement
`
`13.
`
`Petitioner seeks: (i) dissolution of Credit Glory Inc. under 8 Del. C. §
`
`273; (ii) transfer of ownership of creditglory.com to Credit Glory; (iii) access to
`
`systems and accounts of Credit Glory Inc.; and (iv) distribution of Credit Glory’s
`
`12
`
`
`
`assets, including but not limited to, the domain of its website, creditglory.com, its
`
`customer subscriptions, its applications, website contents, cash in its business
`
`accounts, and its intellectual property, is the best way to preserve such assets.
`
`B. Respondent’s Statement
`
`14. Respondent seeks an order entering judgment in his favor and denying
`
`all relief sought by Petitioner in this action, including without limitation: denying
`
`Petitioner’s petition for dissolution, denying Petitioner’s request for the transfer of
`
`ownership of creditglory.com to Credit Glory, denying Petitioner’s request for the
`
`appointment of a receiver to distribute Credit Glory’s asserts, and awarding such
`
`further and other relief to Respondent as may be just and equitable under the
`
`circumstances. Respondent also seeks sanctions and fee-shifting as set forth in
`
`Respondent’s pending Motion for Contempt and Discovery Sanctions.
`
`V. RECORD FOR TRIAL AND WITNESS LISTS
`
`15.
`
`The record for trial shall consist of (i) the exhibits cited on the Joint
`
`Exhibit List, which is discussed further below, and (ii) deposition transcripts, which
`
`shall be included on the Joint Exhibit List and delivered to the Court along with the
`
`Joint Exhibits.
`
`13
`
`
`
`16.
`
`The Parties may call the witnesses identified on each Party’s witness
`
`list, which are set forth below. No other witness beyond those identified below shall
`
`be called or relied upon by either Party.
`
`17.
`
`Each Party reserves the right (a) not to call one or more of the witnesses
`
`on its witness list, (b) to call rebuttal witnesses and witnesses necessary for
`
`impeachment or with regard to credibility, and (c) to call any witness listed on the
`
`other Party’s witness list.
`
`18.
`
`If a witness is called by a Party other than the Party controlling the
`
`witness, the party controlling the witness will present the witness’s direct testimony
`
`first. The Party calling the witness will then cross-examine the witness, with the
`
`scope of cross examination not limited to the scope of the direct examination.
`
`However, re-direct and re-cross, if any, shall be limited to the scope of the preceding
`
`examinations.
`
`19. Unless recalled for rebuttal, each witness will only be called once.
`
`20.
`
`Petitioner’s Witness List is the following:
`
`a. Christopher Lundgren
`
`b. Alex Brola
`
`14
`
`
`
`c. Marko Petkovic1
`
`21. Respondent’s Witness List is the following:
`
`a. Alex Brola
`
`b. Christopher Lundgren
`
`c. Berkeley Robinson
`
`d. Danna De La Paz
`
`e. Bethany Andrews
`
`VI. AMENDMENTS TO PLEADINGS
`
`22. Neither party contemplates any amendments to the pleadings except to
`
`the extent necessary to conform to the evidence adduced at trial.
`
`VII.
`
`JOINT EXHIBIT LIST
`
`23.
`
`The Parties’ Joint Exhibit List is set forth in Exhibit A. The presence
`
`of a document on the Joint Exhibit List does not waive a Party’s right to argue that
`
`any exhibit is inadmissible or may be admitted for a limited purpose only and/or to
`
`1 Petitioner’s position is that Petitioner should be permitted to include Mr. Petkovic
`on Petitioner’s witness list and to call Mr. Petkovic in Petitioner’s case in chief.
`Respondent objects to the inclusion of Mr. Petkovic on Petitioner’s witness list and
`objects to Petitioner calling Mr. Petkovic in Petitioner’s case in chief for the reasons
`set forth in Respondent’s Opposition to Petitioner’s Motion for Extension of
`Discovery (D.I. 123). These reasons include that Petitioner has identified Mr.
`Petkovic late and has not provided any adequate justification for the delay. Nor has
`Petitioner provided any colorable explanation of how testimony by Mr. Petkovic
`could be potentially relevant to any claims or defenses in this action.
`
`15
`
`
`
`argue as to the weight or significance of any exhibit. The Parties reserve the right to
`
`supplement the Joint Exhibit List up to the close of trial.
`
`24.
`
`The Joint Exhibit List will identify any objections that any Party has to
`
`the exhibit. Unless an objection to an exhibit has been noted on the Joint Exhibit
`
`List, all exhibits on the Joint Exhibit List shall be deemed admitted into evidence
`
`without objection. The inclusion of an exhibit on the Joint Exhibit List is not a
`
`waiver of any objection to that exhibit, nor is it an admission as to the weight (if any)
`
`that should be given to that exhibit.
`
`25.
`
`The descriptions of documents on the Joint Exhibit List are
`
`informational only and shall not have any evidentiary weight or value, nor constitute
`
`an admission by any Party as to the relevance, authenticity, use, or admissibility of
`
`the document.
`
`26.
`
`To the extent an exhibit is not used at trial but is then raised in post-trial
`
`briefing or argument, the Parties shall address evidentiary objections to that exhibit
`
`in the post-trial briefing or argument.
`
`VIII. EVIDENTARY AND OTHER ISSUES
`
`27. On May 19, 2025, the Parties shall provide to the Court six flash drives
`
`containing electronic copies of the exhibits. Should the Court direct the Parties to
`
`provide hard copies of the exhibits, the Parties shall prepare binders containing the
`
`16
`
`
`
`pre-marked exhibits listed in the Joint Exhibit List and, on May 20, 2025, provide
`
`the Court with three sets of binders: one for the Court, one for the Court’s clerk, and
`
`one for the Register in Chancery. Respondent shall be responsible for arranging the
`
`printing, marking/labeling, binding, and tabbing of the Joint Exhibits provided to the
`
`Court; however, the Parties shall share evenly the costs associated therewith.
`
`28.
`
`Each Party shall produce for the other Party’s inspection any
`
`demonstrative exhibit that the Party intends to use or rely on at trial by May 20, 2025.
`
`IX. ESTIMATED TIME FOR TRIAL
`
`29.
`
`The Court has scheduled this matter for a one-day trial on May 22,
`
`2025. Trial shall begin at 9:00 a.m. eastern time. The trial shall be by Zoom, hosted
`
`by the Court. Trial time will be evenly divided, with Petitioner having one half and
`
`Respondent having the other half.
`
`X.
`
`PRE-TRIAL CONFERENCE
`
`30. A telephonic pre-trial conference is scheduled for May 15, 2025, at
`
`11:00 a.m. eastern time.
`
`XI. AMENDMENT OF THE PRE-TRIAL ORDER
`
`31.
`
`This Pre-Trial Order may be amended upon application to the Court by
`
`any Party for good cause shown or by agreement of the Parties with approval of the
`
`Court.
`
`17
`
`
`
`IT IS SO ORDERED this ____ day of _________________, 2025.
`
`Vice Chancellor Lori W. Will
`
`18
`
`
`
`This document constitutes a ruling of the court and should be treated as such.
`Court: DE Court of Chancery Civil Action
`Judge: Lori W. Will
`File & Serve
`
`Transaction ID: 76263448
`Current Date: May 15, 2025
`Case Number: 2022-0338-LWW
`Case Name: CONF ORDER - Christopher Lundgren v. Alex Brola et al.
`
`
`
`Court Authorizer
`
`Comments:
`See transcript of the May 15, 2025 pretrial conference.
`
`/s/ Judge Lori W. Will
`
`
`
`
`
`
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