IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`C.A. No. 2023-1060-NAC
`
`D1 JASPER HOLDINGS LP, D1 SPV
`JL MASTER LP, JAY BLOCKER
`LTD., JAY DOMESTIC LLC, GCCU
`II LLC, TOCU XX LLC, OC II FIE
`VIII LP, JL SPV HOLDINGS, LLC,
`EMS JINV LLC, DISRUPTIVE
`TECHNOLOGY SOLUTIONS XIV,
`LLC, DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES A,
`DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES B,
`and DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES C,
`Plaintiffs,
`
`v.
`JUUL LABS, INC.,
`Defendant.
`
`STIPULATION AND [PROPOSED]
`ORDER GOVERNING CASE SCHEDULE
`
`WHEREAS, on October 19, 2023, Plaintiffs filed their Verified Complaint
`
`(D.I. 1) against Defendant JUUL Labs, Inc. (“Defendant,” and together with
`
`Plaintiffs, the “Parties”), Motion to Expedite and for Temporary Restraining Order
`
`(D.I. 2), and Motion for Preliminary Injunction (D.I. 3) in the above-captioned action
`
`(the “Action”);
`
`WHEREAS, on October 26, 2023, the Court granted in part Plaintiffs’ Motion
`
`to Expedite and for Temporary Restraining Order, ordered that this Action proceed
`
`GRANTED WITH MODIFICATIONS
`
`
`
`
`
`EFiled: Dec 11 2023 02:21PM EST
`Transaction ID 71593229
`Case No. 2023-1060-NAC
`
`
`
`C.A. No. 2023-1060-NAC
`
`D1 JASPER HOLDINGS LP, D1 SPV
`JL MASTER LP, JAY BLOCKER
`LTD., JAY DOMESTIC LLC, GCCU
`II LLC, TOCU XX LLC, OC II FIE
`VIII LP, JL SPV HOLDINGS, LLC,
`EMS JINV LLC, DISRUPTIVE
`TECHNOLOGY SOLUTIONS XIV,
`LLC, DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES A,
`DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES B,
`and DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES C,
`Plaintiffs,
`
`v.
`JUUL LABS, INC.,
`Defendant.
`
`STIPULATION AND [PROPOSED]
`ORDER GOVERNING CASE SCHEDULE
`
`WHEREAS, on October 19, 2023, Plaintiffs filed their Verified Complaint
`
`(D.I. 1) against Defendant JUUL Labs, Inc. (“Defendant,” and together with
`
`Plaintiffs, the “Parties”), Motion to Expedite and for Temporary Restraining Order
`
`(D.I. 2), and Motion for Preliminary Injunction (D.I. 3) in the above-captioned action
`
`(the “Action”);
`
`WHEREAS, on October 26, 2023, the Court granted in part Plaintiffs’ Motion
`
`to Expedite and for Temporary Restraining Order, ordered that this Action proceed
`
`GRANTED WITH MODIFICATIONS
`
`
`
`
`
`EFiled: Dec 11 2023 02:21PM EST
`Transaction ID 71593229
`Case No. 2023-1060-NAC
`
`
`
`to a preliminary injunction hearing on an expedited basis, and entered a temporary
`
`restraining order on the terms set forth in the Court’s oral ruling;
`
`WHEREAS, on November 9, 2023, the Parties executed a Stipulation and
`
`[Proposed] Order (“Injunction Stipulation”), agreeing that a preliminary injunction
`
`shall be in place pending final resolution on the merits of the Action, and agreeing
`
`to resolve the merits of this Action in this Court; and
`
`WHEREAS, the parties have conferred and agreed upon the proposed
`
`expedited schedule and ancillary issues as set forth below;
`
`IT IS HEREBY STIPULATED AND AGREED, by and between the Parties,
`
`subject to approval of the Court, as follows:
`
`1.
`
`The following schedule shall govern proceedings in the Action:
`
`(a) Deadline to serve additional requests for
`production and interrogatories, including upon
`any additional parties.
`(b) Deadline for Defendant to serve responses and
`objections to Plaintiffs’ Interrogatories served
`on November 13, 2023.
`(c) Deadline for additional plaintiffs identified in
`November 21, 2023 joinder motion to serve
`responses and objections
`to Defendant’s
`Interrogatories served on November 7, 2023.
`
`December 1, 2023
`
`December 5, 2023
`
`December 11, 2023
`
`2
`
`
`
`(d)
`
`(e)
`
`(f)
`
`Parties to make a good faith effort to
`substantially complete service of deposition
`notices.1
`Parties to substantially complete all document
`productions. Production of documents shall be
`made on a rolling basis in advance of the
`substantial completion deadline.
`Identification of Expert Witnesses and general
`subject matter of expert testimony.
`(g) Completion of document production.
`(h) Exchange of metadata privilege logs.
`(i)
`Completion of fact discovery,
`including
`depositions (except for any fact discovery
`subject to a motion to compel or motion for
`protective order pending this date).
`Exchange of Opening Expert Reports and
`production of all materials relied upon by
`Experts and not produced previously by the
`parties.
`(k) Deadline to serve requests for admission, if
`any. Responses to any requests for admission
`will be due two weeks after the date of service.
`Exchange of Rebuttal Expert Reports and
`production of all materials relied upon in
`Rebuttal Expert Reports and not produced
`previously by the parties.
`
`(j)
`
`(l)
`
`December 15, 2023
`
`December 22, 2023
`
`December 29, 2023
`
`January 5, 2024
`January 16, 2024
`January 30, 2024
`
`February 2, 2024
`
`February 7, 2024
`
`February 12, 2024
`
`1 The Parties acknowledge that this date precedes the conclusion of document production
`and agree that their good-faith agreement to this deadline shall be without prejudice to
`each Party’s right to notice additional depositions or amend or modify topics for
`deposition prior to the deadline set forth in Paragraph 1(i).
`
`3
`
`
`
`February 19, 2024
`
`February 20, 2024
`
`
`February 22, 2024
`
`(m) Completion of expert discovery, including
`expert depositions (except for any expert
`discovery subject to a motion to compel or for
`a protective order pending on this date), and
`deadline to answer or object to requests for
`admission, if any.
`Plaintiffs provide initial draft of the Pre-Trial
`Order, including proposed trial exhibits and
`witnesses (including adverse and third-party
`witnesses and experts).
`(o) Defendant provides mark-up of draft of the
`Pre-Trial Order,
`including proposed
`trial
`exhibits and witnesses (including adverse and
`third-party witnesses and experts).
`Filing of motions in limine, if any.
`(p)
`(q) Motions in limine opposition briefs to be filed,
`if any.
`(r) Motions in limine reply briefs to be filed, if
`any.
`The parties shall jointly submit the Pre-Trial
`Order, including exhibit list and witnesses list.
`Simultaneous filing of opening pre-trial briefs. March 5, 2024 (by 12 p.m.)
`
`(n)
`
`(s)
`
`(t)
`
`February 23, 2024
`February 28, 2024
`
`March 4, 2024 (by 12 p.m.)
`
`March 4, 2024 (by 5 p.m.)
`
`(u)
`
`Pre-trial conference.
`
`(v)
`
`Simultaneous filing of answering pre-trial
`briefs.
`(w) Trial.
`
`(x) The Parties will follow guidance from the
`Court concerning post-trial briefing.
`
`March 7, 2024 at 11:00
`a.m. via telephone to be
`initiated by Plaintiffs
`March 8, 2024
`
`Beginning each day at 9:00
`a.m., March 13–14, 2024,
`New Castle County,
`Delaware
`
`4
`
`
`
`2.
`
`Any Party may serve supplemental discovery, including third party
`
`discovery, after the deadline in Paragraph 1(a) if such Party has a good faith basis to
`
`seek supplemental discovery given the discovery of issues that were not reasonably
`
`known or knowable prior to such time. Objections and responses to any such
`
`supplemental discovery requests will be due within three (3) business days and
`
`production of documents responsive to supplemental discovery requests will be due
`
`within five (5) business days thereafter (or by the deadline set forth in Paragraph
`
`1(g), whichever is later). Any supplemental privilege logs resulting from such
`
`supplemental discovery shall be due within five (5) business days (or by the deadline
`
`set forth in Paragraph 1(h), whichever is later) of completion of production in
`
`response to such supplemental discovery.
`
`3.
`
`The Parties will meet and confer to negotiate an agreement as to the
`
`form of production of electronically stored information and a mutual approach to the
`
`deduplication of electronic material collected. To the extent practicable, all
`
`documents produced shall be produced in electronic form, in accordance with
`
`specifications agreed upon by the Parties.
`
`4.
`
`Depositions shall be taken on reasonable notice, and the Parties shall
`
`work together in good faith on scheduling the format, date and location of
`
`depositions.
`
`5
`
`
`
`5.
`
`Plaintiffs shall be limited to identifying and relying on 2 experts.
`
`Defendant shall likewise be limited to identifying and relying on 2 experts.
`
`6.
`
`Any witness for trial pursuant to Paragraphs 1(n) and 1(o) who has not
`
`previously been deposed in this action shall be made promptly available for
`
`deposition within three (3) business days. Following the identification of trial
`
`witnesses, any party may designate additional party witnesses for trial only upon
`
`motion to the Court.
`
`7.
`
`The parties shall work together to create a single set of trial exhibits
`
`without duplication, organized chronologically to the extent practicable, and to cite
`
`to them in their pre-trial briefs.
`
`8.
`
`The parties may amend the dates set forth in Paragraphs 1(a)-(q) of this
`
`Order by written agreement, without Court approval. All other deadlines, the pre-
`
`trial conference date, and the trial date may be amended only by order of the Court.
`
`9.
`
`The Parties will meet and confer promptly to negotiate a separate
`
`schedule governing briefing and submissions concerning the Security Dispute as
`
`defined in the Injunction Stipulation.
`
`10.
`
`The Parties agree to be bound by the terms of this scheduling stipulation
`
`pending its entry by the Court.
`
`6
`
`
`
`PAUL, WEISS, RIFKIND,
` WHARTON & GARRISON LLP
`/s/ Elizabeth Wang
`
`Daniel A. Mason (#5206)
`Sabrina M. Hendershot (#6286)
`Elizabeth Wang (#6620)
`500 Delaware Avenue, Suite 200
`Post Office Box 32
`Wilmington, DE 19899-0032
`(302) 655-4410
`Attorneys for Plaintiffs D1 Jasper
`Holdings LP, D1 SPV JL Master LP,
`Jay Blocker Ltd., Jay Domestic LLC,
`GCCU II LLC, TOCU XX LLC, OC II
`FIE VIII LP, JL SPV HOLDINGS,
`LLC, EMS JINV LLC, Disruptive
`Technology Solutions XIV, LLC,
`Disruptive Technology Solutions XVI,
`LLC–Series A, Disruptive Technology
`Solutions XVI, LLC–Series B, and
`Disruptive Technology Solutions XVI,
`LLC–Series C
`
`MORRIS, NICHOLS, ARSHT &
` TUNNELL LLP
`
`/s/ David J. Teklits
`David J. Teklits (#3221)
`Alexandra M. Cumings (#6146)
`Grant E. Michl (#7088)
`1201 North Market Street
`Wilmington, DE 19801
`(302) 658-9200
`Attorneys for JUUL Labs, Inc.
`
`OF COUNSEL:
`
`Martin Flumenbaum
`Jeffrey J. Recher
`Nina Kovalenko
`PAUL, WEISS, RIFKIND,
` WHARTON & GARRISON LLP
`1285 Avenue of the Americas
`New York, NY 10019-6064
`(212) 373-3000
`
`OF COUNSEL:
`Roger A. Cooper
`Lina Bensman
`CLEARY GOTTLIEB STEEN
` & HAMILTON LLP
`One Liberty Plaza
`New York, New York 10006
`(212) 225-2000
`
`Dated: December 8, 2023
`
`7
`
`
`
`IT IS SO ORDERED this _____ day of December, 2023.
`
`Vice Chancellor Nathan A. Cook
`
`8
`
`
`
`This document constitutes a ruling of the court and should be treated as such.
`Court: DE Court of Chancery Civil Action
`Judge: Nathan A Cook
`File & Serve
`
`Transaction ID: 71586091
`Current Date: Dec 11, 2023
`Case Number: 2023-1060-NAC
`Case Name: CONF ORD/D1 Jasper Holdings LP v. JUUL Labs, Inc.
`
`
`
`Court Authorizer
`
`Comments:
`Any motions in limine should be filed as speaking motions, not to exceed 15 pages. Any opposition or reply
`should be limited to 9 pages.
`
`Paragraph 1(w) is modified to provide that trial will commence at 9:15 a.m. each day in Wilmington.
`
`/s/ Judge Nathan A Cook
`
`
`
`
`
`
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