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`PSS, EFiled: Sep 22 2025 13 11PMEERT!S
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`ErAG N ey DENIED Transaction ID 77127936 |~ ‘5’,__ A~ §
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`“orn= IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 20
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`MIR ANWAR, JEREMY KRELL, and
`ROBERT HOROWITZ,
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`Plaintiffs,
`V. Civil Action No. 2025-0258-MTZ
`QUIP NYC INC., SIMON ENEVER,
`WILLIAM MAY, and GEORGE
`WELLS,
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`Defendants.
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`[Proposed]
`ORDER GRANTING REQUEST TO MODIFY METHOD OF DISMISSAL
`OF COUNT I OF PLAINTIFES’ VERIFIED COMPLAINT
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`Presently before the Court is Plaintiffs’ motion request to modify the method
`of dismissal of Count I of Plaintiffs’ Verified Complaint from “with prejudice” to
`“without prejudice” and with leave to amend either presently or pending discovery.
`The Court FINDS that good cause exists to dismiss Count I without prejudice
`pursuant to Court of Chancery Rule 15(a)(5)(B). Upon due consideration and for
`good cause shown, the Court GRANTS Plaintiffs’ request.
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`It is accordingly ORDERED AND ADJUDGED that Count I of Plaintiffs’
`Verified Complaint is dismissed WITHOUT PREJUDICE and with LEAVE TO
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`AMEND presently pending discovery.
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`SO ORDERED this day of , 2025.
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`HON. MORGAN T. ZURN
`Vice Chancellor
`Delaware Court of Chancery
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`Words: 167
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`This document constitutes a ruling of the court and should be treated as such.
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`Court: DE Court of Chancery Civil Action
`Judge: Morgan Zurn
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`File & Serve
`Transaction ID: 77122498
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`Current Date: Sep 22, 2025
`Case Number: 2025-0258-MTZ
`Case Name: Mir Anwar v. Quip NYC Inc.
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`Court Authorizer: Morgan Zurn
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`Court Authorizer
`Comments:
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`Plaintiffs brought claims including a breach of fiduciary duty claim against directors of defendant Quip NYC Inc.
`for failing to inform Plaintiffs of opportunities to sell their shares. On Defendants’ motion to dismiss, Plaintiffs’
`answering brief pressed a new and unpled theory of why the alleged conduct was disloyal: that “[b]y failing to
`inform Quip’s shareholders, including Plaintiffs, of the Subject Transactions, Individual Defendants were able to
`sell a greater amount of their personal shares.” D.I. 32 P 8. Defendants pointed out Plaintiffs did not plead the
`nondisclosure allowed Defendants to sell more of their shares. At oral argument, I ruled Plaintiffs did not plead
`the loyalty claim their briefs advanced, and dismissed the breach of fiduciary duty count. Under Court of
`Chancery Rule 15(a)(5)(B), that dismissal is with prejudice “unless the Court for good cause shown dismisses the
`complaint without prejudice.” At argument, Plaintiffs’ counsel mentioned a desire to amend, and I directed
`counsel to Rule 15(a)(5).
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`Plaintiffs then wrote me a letter asking me to “modify the method of dismissal” to without prejudice. D.I. 29.
`“[A]t the time a claim is dismissed under Rule 12(b)(6) or Rule 23.1, the plaintiff may request that such a
`dismissal be without prejudice—upon a showing, with good cause, that such a with-prejudice dismissal would be
`unjust, the Court will grant the request.” Sciabacucchi v. Malone, 2021 WL 3662394, at *4 (Del. Ch. Aug. 18,
`2021). Plaintiffs assert there is good cause to dismiss the claim without prejudice because they intend to conduct
`discovery that will substantiate the unpled theory. Plaintiffs write, “A dismissal without prejudice and with leave
`to seek amendment pending discovery will ensure that Plaintiffs may pursue their claims in Count I in the event
`the forthcoming discovery reveals evidence supporting a breach of fiduciary duty.” D.I. 29.
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`That is not good cause. That is the desire of every plaintiff who finds themselves on the wrong end of Rule 15(a)
`(5)’s one-and-done motion to dismiss practice. See Sciabacucchi, 2021 WL 3662394, at *1 (“The purpose of the
`rule, obviously, is to prevent the pernicious practice of using multiple motions to dismiss as honing stones against
`which to sharpen a claim, resulting potentially in a viable cause of action, but at the expense of the party opponent
`and the Court.”). The request for dismissal without prejudice is DENIED.
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`Plaintiff also asked me to grant leave to amend either now or with the benefit of discovery. Plaintiffs contend they
`had a good faith basis to plead that “By failing to inform Quip’s shareholders, including Plaintiffs, of the Subject
`Transactions, Individual Defendants were able to sell a greater amount of their personal shares.” D.I. 32 P
`8.Perhaps they did. But under Rule 15(a)(5), they had to amend instead of filing an answering brief. The request
`for leave to amend at this time is DENIED.
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`Any future motion for leave to amend with the benefit of discovery must “overcome the law of the case
`presumption in order to replead the dismissed claim.” Sciabacucchi 2021 WL 3662394, at *4 (Del. Ch. Aug. 18,
`2021) (explaining, “Only where the moving party can show that justice compels departure from the doctrine due
`to clear error, injustice, or a change in circumstances is such relief granted,” and denying leave to amend after
`reviewing the discovery obtained).
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`/s/ Judge Morgan Zurn
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