IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`PERCEPTIVE ADVISORS, LLC,
`PERCEPTIVE CREDIT OPPORTUNITIES
`FUND IV, LP, ELLEN HUKKELHOVEN, KBI
`SERVICES, INC., KINDBODY, INC., TARA
`COMONTE, RIVKA FRIEDMAN, KATHY
`HARRIS, LINDA MINTZ, and THERESA
`SEXTON,
` Plaintiffs,
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`GINA BARTASI,
` Defendant.
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`C.A. No. 2025-1136-MTZ
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`ORDER GRANTING ANTI-SUIT INJUNCTION
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`WHEREAS:
`A. In late 2024, plaintiff KBI Services , Inc . (“Kindbody”) underwent a
`financing round led by plaintiffs Perceptive Advisors, LLC (“Perceptive Advisors”),
`and Perceptive Credit Opportunities Fund, IV, LP (“Perceptive Credit”) . In
`connection with that financing round, defendant Gina Bartasi, Kindbody’s founder
`and CEO, agreed to several restrictions in several agreements.
`a. In a Separation Agreement, Bartasi stepped down from her positions
`as CEO and director, and released all claims against Kindbody and
`its directors with respect to any matters related to her ownership of
`Kindbody equity and the financing round’s term sheet. 1 The
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`1 Docket item (“D.I.”) 1 Ex. 6 §§ 7, 8.
`EFiled: Oct 29 2025 05:28PM EDT
`Transaction ID 77477525
`Case No. 2025-1136-MTZ
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`Separation Agreement has a New York choice of law provision and
`no forum selection clause, and specifies that other agreements are to
`be construed in accordance with the terms of those agreements.2 In
`the Separation Agreement, Bartasi agreed to support the financing
`round by voting in favor of it, refraining from backing competing
`proposals, and executing the transaction agreements.3
`b. Bartasi also agreed to support the financing round via a Support
`Agreement and a Voting Agreement that both have a Delaware
`forum selection clause.4
`c. To implement the financing round, she agreed to an Amended
`Certificate for Kindbody with a Delaware forum selection clause;5 a
`Stock Purchase Agreement with a Delaware forum selection clause;6
`a Right of First Refusal and Co -Sale Agreement with a Delaware
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`2 Id. § 22.
`3 Id. § 6(b).
`4 D.I. 1 Ex. 6, Ex. B § 17 (addressing “any Action between any of the parties arising out of
`or relating to this Agreement”) ; D.I. 1 Ex. 2 § 8.14 (addressing “any suit, action or other
`proceeding arising out of or based upon this Agreement”).
`5 D.I. 1 Ex. 1 Art. X (addressing “any derivative action or proceeding brought on behalf of
`the Corporation,” “any action asserting a claim of breach of fiduciary duty owed by any
`director,” and “any action asserting a claim against the Corporation [or] its directors . . .
`governed by the internal affairs doctrine or that otherwise relates to the internal affairs of
`the Corporation”).
`6 D.I. 1 Ex. 3 § 6.13 (addressing “any suit, action or other proceeding arising out of or
`based upon this Agreement”).
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`forum selection clause;7 and a Investors’ Rights Agreement with a
`Delaware forum selection clause. 8 The Stock Purchase Agreement
`contained a “pay-to-play” provision , under which Bartasi was
`diluted after she did not participate.9
`B. On May 30, 2025, Bartasi sued Perceptive Advisors in New York state
`court.10 The complaint alleges Perceptive Advisors “breached its fiduciary duty” to
`Bartasi by coercing her to resign and diminish her preferred equity rights.11 The sole
`cause of action asserts Perceptive Advisors breached its duty of loyalty by coercing
`Bartasi to sign the release in the Separation Agreement, and seeks a declaration the
`release is voidable.12 Bartasi had shared a version of that complaint with Kindbody,
`Inc. before she filed, and had been convinced not to sue Kindbody , Inc.13 After
`Bartasi sued Perceptive Advisors in May, Perceptive Advisors and its affiliates
`engaged with Kindbody concerning that case .14 Perceptive Advisors moved to
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`7 D.I. 1 Ex. 4 § 7.13 (addressing “any suit, action or other proceeding arising out of or
`based upon this Agreement”).
`8 D.I. 1 Ex. 5 § 7.12 (addressing “any suit, action or other proceeding arising out of or
`based upon this Agreement”).
`9 D.I. 1 Ex. 3 § 1.2.3.
`10 D.I. 57 Ex. B.
`11 Id. ¶ 4.
`12 Id. ¶¶ 54–55.
`13 D.I. 57, Bartasi Aff. ¶¶ 4–5.
`14 Id.
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`dismiss that complaint, asserting, among other arguments, that Bartasi had not pled
`a breach of fiduciary duty.15
`C. On October 1, Bartasi filed an amended complaint in New York, adding
`Perceptive Credit, Kindbody, and six Kindbody directors as defendants (the “New
`Defendants”).16 The amended complaint brought two causes of action: one for
`breach of the defendants’ duty of loyalty, and one for conspiracy and aiding and
`abetting breaches of fiduciary duty. 17 Bartasi alleged all named defendants
`“breached their fiduciary duties” to Bartasi by coercing her to resign her position
`and diminish her preferred equity rights.18 And she alleged Kindbody and one of its
`directors conspired with and aided and abetted Perceptive Advisors in breaching its
`fiduciary duties.19 The amended complaint seeks damages, declaratory relief that
`the Separation Agreement’s release is voidable, and Bartasi’s reinstatement as
`Kindbody’s Chairman, CEO and Founder.20
`D. On October 3, Bartasi moved to enjoin Kindbody from proceeding with
`a contemplated sale of its assets, which she initially believed was scheduled for mid-
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`15 D.I. 57 Ex. C.
`16 D.I. 1 Ex. 7.
`17 Id. ¶¶ 81, 84.
`18 Id. ¶ 12.
`19 Id. ¶ 84.
`20 Id. at 17.
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`October of 2025,21 but now believes will close around the end of the year.22 Bartasi
`asserts the 2024 financing round, brought about by disloyal fiduciaries and
`facilitated by incomplete disclosures, favored Perceptive but “crippled” Bartasi and
`Kindbody.23 Bartasi contends the upcoming sale should be enjoined until she can
`obtain the relief she seeks, namely regaining her equity, voting rights, and Kindbody
`leadership positions.24 The New York court is scheduled to hear Bartasi’s request
`for an injunction on October 31, 2025.25
`E. Perceptive Advisors and Perceptive Credit came to this Court on
`October 6, seeking an expedited antisuit injunction based on the Delaware forum
`selection clauses in the Amended Certificate and the financing agreements. 26
`Kindbody and its directors quickly joined; the matter was promptly briefed; Bartasi
`conducted limited discovery; and I heard argument on October 28.27
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`21 D.I. 1 Ex. 8, Ex. 9.
`22 D.I. 70.
`23 D.I. 1 Ex. 8 ¶ 55.
`24 Id. ¶¶ 52, 57, 59.
`25 D.I. 66 at 5.
`26 D.I. 1.
`27 D.I. 62.
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`F. This Court has broad discretion in granting or denying a preliminary
`injunction.28 “A preliminary injunction may be granted where the movants
`demonstrate: (1) a reasonable probability of success on the merits at a final hearing;
`(2) an imminent threat of irreparable injury; and (3) a balance of the equities that tips
`in favor of issuance of the requested relief. The moving party bears a considerable
`burden in establishing each of these necessary elements. Plaintiffs may not merely
`show that a dispute exists and that plaintiffs might be injured; rather, plaintiffs must
`establish clearly each element because injunctive relief ‘will never be granted unless
`earned.’ Yet, ‘there is no steadfast formula for the relative weight each
`deserves. Accordingly, a strong demonstration as to one element may serve to
`overcome a marginal demonstration of another.’”29 This Court will enforce a valid
`forum selection clause by enjoining a first -filed action that violates it , particularly
`when an emergency decision is required and there is no opportunity for the first
`forum to consider whether the action can proceed there.30
`IT IS ORDERED this 29th day of October, 2025 that:
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`28 Data Gen. Corp. v. Dig. Comput. Controls, Inc., 297 A.2d 437, 439 (Del. 1972) (citation
`omitted).
`29 Village Green Holding, LLC v. Holtzman , 2018 WL 4849964, at *4 (Del. Ch. Oct. 5,
`2018) (collecting cases).
`30 See Ingres Corp. v. CA, Inc ., 8 A.3d 1143, 1146–48 (Del. 2010); Advent Int’l Corp. ,
`2024 WL 3580934, at *12–13.
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`1. Plaintiffs have demonstrated a reasonable likelihood of success on the
`merits. As a stockholder, Bartasi is bound by the Amen ded Certificate. Her May
`New York complaint asserted derivative claims against Perceptive Advisors,31
`which fall within the Amended Certificate’s forum selection clause.32 Her October
`amended complaint additionally asserted Kindbody and its directors breached their
`duty of loyalty , and aided and abetted the predicate breaches.33 Those claims
`likewise fall within the Amended Certificate’s forum selection clause .34 Bartasi’s
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`31 That complaint brought derivative claims for dilution of minority preferred stock, D.I.
`57 Ex B. ¶¶ 48, 54, and for diminished corporate value arising from deficient disclosures ,
`D.I. 57 Ex B ¶ 37. Perceptive Advisors’ alleged self-dealing impaired Kindbody’s coffers
`and overall value, and harm to stockholders (including Bartasi) was indirect and pro rata.
`See Tooley v. Donaldson, Lufkin & Jenrette, Inc ., 845 A.2d 1031 , 1033 (Del. 2004)
`(whether a stockholder’s claim is direct (personal) or derivative (on behalf of the
`corporation) turns on the two -pronged test, i.e.,“(i) who suffered the alleged harm (the
`corporation or the stockholders, individually ); and (ii) who would receive the benefit of
`any recovery or other remedy (the corporation or the stockholders, individually )[.]”);
`Brookfield Asset Mgmt., Inc. v. Rosson , 261 A.3d 1251, 1266 (Del. 2021) (affirming that
`claims for wrongful dilution or overpayment ––even when a controlling stockholder is on
`the other side––“are exclusively derivative”); Siegel v. Cantor Fitzgerald, L.P., 2025 WL
`1074604, at *7 (Del. Ch. Apr. 10, 2025) (dilution claims are derivative because any harm
`“flow[s] indirectly to [minority stockholders] in proportion to, and via, their shares”).
`32 Ex. 1 Art. X. (“Dispute Resolution. Unless the Corporation consents in writing to the
`selection of an alternative forum, the Court of Chancery in the State of Delaware shall be
`the sole and exclusive forum for any stockholder (including beneficial owner) to bring (a)
`any derivative action or proceeding brought on behalf of the Corporation . . . .”).
`33 D.I. 57 Ex. D.
`34 Ex. 1 Art. X. (“Dispute Resolution. Unless the Corporation consents in writing to the
`selection of an alternative forum, the Court of Chancery in the State of Delaware shall be
`the sole and exclusive forum for any stockholder (including beneficial owner) to bring . . .
`(b) any action asserting a claim of breach of fiduciary duty owed by any director, officer
`or other employee of the Corporation to the Corporation or the Corporation’s stockholder,
`. . . or (d) any action asserting a claim against the Corporation, its directors, officers or
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`derivative, internal affairs, and fiduciary duty claims must be brought in Delaware,
`not New York.35
`2. Independently, Bartasi contractually chose Delaware for claims based
`on the financing round . The Support Agreement, Stock Purchase Agreement, and
`Voting Agreement each contain an exclusive Delaware forum selection clause for
`any claim “arising out of or relating to” 36 or “arising out of or based on” 37 the
`agreement or the transactions it governs, with submission to Delaware courts and
`waivers of venue and personal jurisdiction objections. Her fiduciary duty and aiding
`and abetting claims arise from the financing round that is the subject of those
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`employees governed by the internal affairs doctrine or that otherwise relates to the internal
`affairs of the Corporation . . . .).
`35 See, e.g., Boilermakers Local 154 Ret. Fund v. Chevron Corp ., 73 A.3d 934 , 962–63
`(Del. Ch. 2013) (upholding Delaware -exclusive forum bylaws for internal corporate
`claims); 8 Del. C. § 115 (permitting charter provisions requiring fiduciary duty and intra -
`corporate claims to be filed in Delaware); D.I. 1 Ex. 1 Art. X (Delaware -exclusive forum
`provision).
`36 D.I. 1 Ex. 6 § 17.
`37 D.I. 1 Ex. 2 § 8.14 (binding Perceptive Credit as a contract party); Ex. 3 § 6.13.
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`agreements, bringing the claims against the New Defendants squarely within those
`clauses.38 Bartasi agreed to bring those claims here.39
`3. Bartasi does not dispute that the Delaware forum selection clauses
`cover the fiduciary duty claims against Kindbody directors and Perceptive Advisors.
`Rather, to avoid this conclusion, Bartasi tries to reframe those claims based on the
`relief she seeks —voiding the release in the Separation Agreement—to argue her
`claims arise out of the Separation Agreement and do not trigger any Delaware forum
`selection clause. For this argument to prevail, I would have to blind myself to the
`claims Bartasi actually brought. And the forum selection clauses apportion actions
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`38 Under settled Delaware authority, Bartasi’s claims asserting the financing was a breach
`of fiduciary duty and a disloyal “cramdown” must be litigated in Delaware pursuant to the
`forum selection clauses in the agreements implementing that financing . Delaware courts
`construe those clauses’ broad language, covering “any action” and all disputes “arising out
`of or relating to” the agreements , to encompass causes of action with a meaningful nexus
`to the contracts or their subject. See Newark v. Donald M. Durkin Contracting, Inc ., 305
`A.3d 674, 680 (Del. 2023) (noting Delaware courts recognize the phrases “relating to” and
`“arising out of” as “paradigmatically broad terms”) ; Ashall Homes Ltd. v. ROK Ent. Grp,
`Inc., 992 A.2d 1239 , 1252 (Del. Ch. 2010) (“A claim that a party to a contract was
`fraudulently induced to enter that contract undoubtedly ‘originate[s]’ or ‘stem[s] from the
`contractual relationship.’”) (enforcing an exclusive forum clause against a signatory and
`held that even tort claims were covered, since all of the plaintiff’s claims “arose from the
`contract” and thus had to be brought in the designated forum ); SPay, Inc. v. Stack Media
`Inc., 2021 WL 1109181 , at * 3–5 (Del. Ch. Mar. 23, 2021) (enforcing a Delaware forum
`selection clause for fraudulent inducement arising out of the contract that was induced, and
`a declaratory judgment for covenants in the contract).
`39 This conclusion means Bartasi also consented to personal jurisdiction in the Court,
`contrary to her argument that this Court lacks personal jurisdiction over her. In re Pilgrim’s
`Pride Corp. Deriv. Litig., 2019 WL 1224556, at *6 (Del. Ch. Sep. 30, 2019).
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`to Delaware based on the claims brought, not the relief sought.40 And the Separation
`Agreement does not have a forum selection clause that would require that relief to
`be awarded elsewhere .41 Bartasi’s internal affairs claims must be brought in
`Delaware, and a Delaware court can decide if Bartasi has proven that breaches of
`fiduciary duty warrant voiding the release in the Separation Agreement.
`4. Finally, Bartasi contends the plaintiffs here are guilty of laches or
`acquiescence. A laches -based defense requires a showing of knowledge by the
`claimant, unreasonable delay in bringing the claim , and resulting prejudice to the
`defendant.42 An acquiescence-based defense requires a showing that the claimant,
`with full knowledge of his rights and the material facts, either (1) “remains inactive
`for a considerable time”; (2) “freely does what amounts to recognition of the
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`40 D.I. 1 Ex. 1 Art. X (discussing “any action asserting a claim” for breach of fiduciary duty
`or governed by the internal affairs doctrine” ); see e.g., SPay, Inc., 2021 WL 1109181, at
`*2 (reading a forum selection clause containing similar language as apportioning cases
`based on claims brought).
`41 Ingres Corp., 8 A.3d at 1146 (“[Plaintiff] argues that the Court of Chancery erred because
`one of the executed agreements between the parties did not contain an express forum
`selection clause. But in denying [plaintiff]’s motion to stay, the Court of Chancery
`explained that in determining which contracts governed the various disputes, the court must
`consider the entire collection of related contracts, including those that contained forum
`selection clauses specifying Delaware or New York courts as the chosen forum.”).
`42 Advent Int’l, LP v. Servicios Funerarios GG S.A. de C.V. , 2024 WL 4598884, at *18
`(Del. Ch. Oct. 29, 2024).
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`complained-of act”; or (3) “acts in a manner inconsistent with the subsequent
`repudiation, which leads the other party to believe the act has been approved.”43
`5. For the New Defendants, those defenses are easily rejected. Kindbody,
`Inc. learned Bartasi intended to sue it in May, but Bartasi agreed to remove
`Kindbody, Inc. from that complaint.44 Kindbody had no obligation to respond, and
`its silence as a nonparty did not prejudice Bartasi in her ongoing litigation against
`Perceptive Advisors.45 Bartasi makes no attempt to show Perceptive Credit or the
`six directors knew they would be sued at that time . As soon as Bartasi filed her
`amended complaint naming Kindbody, its directors, and Perceptive Credit, those
`New Defendants turned to this Court immediately.
`6. The New Defendants have shown a reasonable likelihood of success on
`the merits. The other elements of a preliminary injunction follow. The New
`Defendants are suffering, and would continue to suffer, imminent irreparable harm
`by litigating Bartasi’s fiduciary duty claims in a forum other than Delaware.46 And
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`43 Klaassen v. Allegro Dev. Corp., 106 A.3d 1035, 1047 (Del. 2014).
`44 D.I. 57, Bartasi Aff. ¶ 5.
`45 See Advent Int’l Corp., 2024 WL 3580934, at *6 n.66.
`46 Village Green Holding, LLC , 2018 WL 4849964, at *7 (“ [u]nder binding Delaware
`Supreme Court precedent, a party suffers irreparable harm when forced to litigate in a
`jurisdiction other than the one selected by a valid forum -selection clause. This Court
`consistently has held that the procession of a claim in an unwarranted forum poses a threat
`of irreparable harm warranting a preliminary injunction.”) (internal quotation marks and
`citations omitted); D.I. 1 Ex. 6 § 9 (“The parties hereto agree that irreparable damage would
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`no harm will come to Bartasi by holding her to the bargain she struck; the New York
`case against the New Defendants is not so advanced that she will be unduly
`prejudiced by shifting her case to Delaware.47 An antisuit injunction is GRANTED
`as to the New Defendants.
`7. Laches and acquiescence are a closer call for Perceptive Advisors.
`Perceptive Advisors engaged Bartasi’s claims on the merits in the New York forum
`for months before raising any forum selection argument. After Bartasi sued
`Perceptive Advisors in May, Perceptive Advisors moved to dismiss in August based
`on failure to state a claim—not any Delaware forum selection clause.48 Bartasi has
`also affirmed that Perceptive Advisors sought indemnification from Kindbody for
`those claims before coming here.49 Perceptive did not seek to enforce the Delaware
`forum selection clauses until October, after Bartasi added Kindbody, its directors,
`and Perceptive Credit as defendants. Perceptive Advisors had knowledge of the
`forum selection clauses in its agreements; unreasonably delayed in bringing its claim
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`occur in the event that any of the provisions of this Agreement were not performed in
`accordance with their specific terms or were otherwise breached.”).
`47 D.I. 66 at 21.
`48 D.I. 57 Ex. C.
`49 D.I. 57 Bartasi Aff. ¶¶ 10–12.
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`to enforce them; and prejudiced Bartasi by digging in substantively in New York for
`months before opening up a second front here.50
`8. Perceptive Advisors points out that Bartasi agreed to nonwaiver clauses
`in the financing agreements , providing that no delay in exercising any right in the
`financing agreements “shall impair any such right, power or remedy,” or be
`construed as waiver or acquiescence.51
`Non-waiver clauses serve an important purpose in contract law, which
`is generally to ensure that a party to a contract is given an opportunity
`to make a thoughtful and informed decision about whether or not to
`enforce a particular contract right. They give a contracting party some
`assurance that its failure to require the other party’s strict adherence to
`a contract term during the hectic course of day-to-day business will not
`result in a complete and unintended loss of its contract rights if it later
`decides that strict performance is desirable. Moreover, with regard to
`commercial contracts entered into between legal entities that can only
`act through authorized agents, they ensure that a contracting party will
`not lose its rights due to spontaneous words a nd acts of corporate
`agents. In this sense, non -waiver clauses serve to inform the other
`contracting party that no individual agent has the authority to waive or
`alter contract terms. Rather, they make clear that some official act is
`required in order to actually change the original agreement. Ordinarily,
`that official action is a signed writing modifying the contract.52
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`50 See Tracker Marine, LLC v. Pena, 2017 WL 3528633, at *2–3 (Del. Ch. July 17, 2017);
`Naples Ctr. for Dermatology & Cosmetic Surgery, PA v. Trisan, 2025 WL 1276207, at *4–
`6 (Del. Ch. May 2, 2025).
` Perceptive argues that under New York law, Bartasi’s amended complaint permitted
`it to assert defenses for the first time, even if it had not asserted those defenses against the
`original complaint. That may be so. But the laches inquiry asks whether Per ceptive
`delayed in bringing its claim before this Court, not whether Perceptive could have wielded
`a forum selection clause in New York in both October and May.
`51 D.I. 1 Ex. 2 § 8.9; Ex. 3 § 6.11.
`52 Viking Pump, Inc. v. Liberty Mut. Ins. Co. , 2007 WL 1207107, at *27 (Del. Ch. Apr. 2,
`2007); accord Central Mortg. Co. v. Morgan Stanley Mortg. Cap. Holdings LLC , 2012
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`9. Assuming Perceptive Advisors benefits from these provisions, I do not
`believe they foreclose a finding it is guilty of laches. In my view, laches is distinct
`from the claimant’s waiver of its rights or acquiescence to a breach of its rights. 53
`Waiver and acquiescence speak to the cessation of contractual rights where one party
`allows the other party to intrude on those rights: a nonwaiver provision is designed
`to smooth over those intrusions . But laches speaks to the inequity in allowing the
`wronged party to bring a claim after unreasonable and prejudicial delay. I could find
`no case in which a nonwaiver or “no delay or omission” provision precluded a
`finding of laches: rather, Delaware courts have been careful to step around laches
`when considering these provisio ns.54 I conclude that while Bartasi might have
`agreed to a “no delay or omission” provision governing contractual rights, that
`provision, like irreparable harm stipulations, does not bind this Court in considering
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`WL 3201139, at *26 (Del. Ch. Aug. 7, 2012) (“A nonwaiver clause is designed to give
`parties a low-cost method of resolving some disputes arising under their agreement.”).
`53 Elster v. Am. Airlines, Inc. , 128 A.2d 801, 805 (Del. Ch. 1957) (distinguishing laches
`from express or strict waiver); Gurney-Goldman v. Goldman, 321 A.3d 559, 597–98 (Del.
`Ch. 2024) (considering an argument a plaintiff knew about the defendant’s actions and
`waited too long, and observing, “Laches advances the waited -too-long argument directly.
`Acquiescence . . . and waiver treat a long delay as implied consent. Estoppel treats the
`long delay as an implied representation on which [the defendant] relied.”).
`54 Fidelity Nat’l Info Servs., Inc. v. Rentner , C.A. No. N24C-09-089 SKR (CCLD), at 9 –
`10 (Del. Super. July 2, 2025) (addressing those provisions’ effects on a defense of waiver,
`but addressing laches separately); Gower v. Trux, Inc., 2022 WL 534204, at *12 (Del. Ch.
`Feb. 23, 2022) (declining to decide whether such a provision precludes a laches defense) ;
`see Lennox Indus., Inc. v. Alliance Compressors LLC , 2021 WL 4958254, at *9 (Del.
`Super. Oct. 25, 2021) (addressing waiver and acquiescence, not laches).
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`the equities of litigation.55 Nor do the nonwaiver provisions amount to a stipulation
`that delay would not prejudice Bartasi. 56 Bartasi has made a strong showing that
`Perceptive Advisors is guilty of laches , and the “no delay or omission” provisions
`do not preclude this Court from enforcing that equitable doctrine.
`10. Perceptive Advisors’ delay weighs against granting it the injunction it
`seeks. Its dilatory conduct has tainted its merits position, and its willingness to
`litigate in New York undermines its claim that doing so amounts to irreparable harm.
`11. But the equities of the situation take into account the strong policy
`considerations favoring a single, consistent forum for this dispute. Delaware policy
`strongly favors adjudicating all closely related claims in the same forum. Splitting
`a dispute between two jurisdictions risks inefficiency, conflicting outcomes, and
`unfairness.57 Delaware courts routinely enforce forum selection clauses to confine
`litigation to the bargained -for forum and avoid parallel suits , as allowing related
`matters to proceed in different forums “would risk conflicting results, duplicative
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`55 E.g., Kansas City Southern v. Grump TMM, S.A. , 2003 WL 22659332, at *5 (Del. Ch.
`Nov. 4, 2003)
`56 D.I. 1 Ex. 2 § 8.9; Ex. 3 § 6.11.
`57 McWane Cast Iron Pipe Corp. v. McDowell -Wellman Eng’g Co. , 263 A.2d 281, 283
`(Del. 1970) (noting the “duplication of time, effort, and expense” that occurs when the
`same action proceeds in two courts, wasting resources and risking inconsistent judgments);
`Ashall Homes Ltd. v. ROK Ent. Grp., Inc. , 992 A.2d 1239, 1251 –52 (Del. Ch. 2010)
`(stressing bifurcating intertwined claims between courts would lead to “obvious
`inefficiencies and confusion,” and the potential for injustice from parallel litigation is
`precisely why long -standing doctrines like res judicata and the McWane first-filed rule
`exist––to minimize claim-splitting and discourage forum shopping).
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`damage awards . . . and undue expense, making the ‘efficient administration of
`justice’ unlikely.”58
`12. And Bartasi will not suffer material harm by having Perceptive
`Advisors’ claims decided in Delaware, given she must bring her claims against the
`New Defendants here. In other words, adding Perceptive Advisors to the Delaware
`proceeding does not inflict more prejudice on Bartasi; it prevents the harm, and
`added cost to her, from splitting her claims between two fora. Perceptive Advisors’
`request for an antisuit injunction is GRANTED.
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` /s/ Morgan T. Zurn
` Vice Chancellor Morgan T. Zurn
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`58 Sprint Nextel Corp. v. iPCS, Inc. , 2008 WL 2737409, at *17 (Del. Ch. July 14, 2008)
`(highlighting the duplication of effort and potential for inconsistent judgments if parallel
`actions were maintained); Nat’l Union Fire Ins. Co. v. Trustwave Ltd., 2017 WL 7803921,
`at *2 (Del. Super. Dec. 21, 2017).
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