IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`SASCHA MORNELL,
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`Plaintiff,
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`v.
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`GETMYBOAT, INC.,
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`Defendant.
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`C.A. No. 2026-0070-DH
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`PLAINTIFF SASCHA MORNELL’S
`RESPONSE TO MOTION TO CONSOLIDATE
`Plaintiff Sascha Mornell (“Mornell” or “Plaintiff”), by and through his
`undersigned counsel, responds to Defendant Getmyboat, Inc.’s (“Getmyboat” or the
`“Company”) Motion to Consolidate (the “Motion”) as follows:
`RELEVANT BACKGROUND REGARDING SCHEDULING,
`CONSOLIDATION, AND COORDINATION
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`1. Mornell is one of two co-founders of Getmyboat. He has served
`as a director of the Company and been a stockholder of record since the Company
`was founded in 2013.
`2. On December 22, 2025 , Mornell, in his capacity as a director,
`made a demand to inspect the Company’s books and records and other corporate
`records pursuant to Section 220(d) of the Delaware General Corporation Law (the
`“Demand”). The Demand primarily seeks information related to a merger agreement
`entered into by the Company and Collaborative Boating, Inc., d/b/a Boatsetter
`EFiled: Feb 16 2026 04:56PM EST
`Transaction ID 78476884
`Case No. 2026-0070-DH
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`(“Boatsetter”) (the “Proposed Merger”) without Mornell’s involvement or approval.
`Dkt. 1, Ex. A.1
`3. The Company refused to comply with the Demand, and Mornell
`initiated this action by filing his complaint (the “Complaint”) on January 15, 2026
`(the “Mornell Director 220 Action”). The following day, on January 16, 2026,
`Mornell’s counsel provided courtesy copies of the Complaint to counsel for
`Getmyboat and asked if the Company would agree to accept service. The
`Company’s counsel did not respond. Ex. A (Jan. 21 email from S. Waesco to M.
`Maimone and G. Mouriz).
`4. Also on January 16, 2026, the case was assigned to Magistrate
`Hume, with the reminder that “actions filed pursuant to 8 Del. C. § 220 are summary
`in nature,” and an instruction that the parties “confer on a schedule designed to
`resolve [the] action before the Magistrate within sixty days and submit a proposed
`schedule within one week of [the] Order.” Dkt. 2.
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`5. Prior to the filing of the Complaint, on December 19, 2025,
`Rafael Collado (“Collado”), in his capacity as a stockholder of Getmyboat, filed a
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`1 The Demand also seeks documents related to the November 17, 2025 removal of
`the Company’s then-CEO, Bryan Petro. See Dkt. 1, ¶¶ 29-32; id., Ex. A at 3, 7.
`2 The Assignment Letter was inadvertently not forwarded to the Company’s counsel.
`But the Company was presumably aware of its contents based on its involvement in
`another Section 220 action filed by Rafael Collado, see infra ¶¶ 5-6, as well as the
`routine nature of such letters from the Court in Section 220 actions.
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`separate action in the Court of Chancery pursuant to 8 Del. C. § 220(b) (the “Collado
`Stockholder 220 Action”).3
`6. On January 14, 2026, the Company and Collado, without
`Mornell’s involvement, submitted a Stipulation and Proposed Order Governing the
`Case Schedule for the Court’s consideration, which the Court granted with
`modifications two days later.4 Trial in the Collado Stockholder 220 Action is set for
`April 13, 2026.
`7. On January 21, 2026, Mornell’s counsel again asked the
`Company’s counsel whether it would agree to accept service of the Complaint. Ex.
`A (Jan. 21 email from S. Waesco to M. Maimone and G. Mouriz). Counsel for
`Getmyboat responded later that day, agreeing to accept service, but only if Mornell
`would agree to consolidation. Id. (Jan. 21 email from G. Mouriz to S. Waesco).
`Mornell’s counsel acknowledged receipt and indicated it would respond with its
`position on consolidation “promptly.” Id. (Jan. 21 email from S. Waesco to G.
`Mouriz).
`8. Three business days later, on January 26, 2026, counsel to
`Getmyboat jointly emailed Mornell’s and Collado’s respective counsel requesting
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`3 See Collado v. Getmyboat, Inc., C.A. No. 2025-1469-DH (Del. Ch.) (filed Dec. 19,
`2025) (Dkt. 1).
`4 Id., Stipulation and Order Governing Case Schedule (granted Jan. 16, 2026) (Dkt.
`13).
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`their collective “consent to consolidating” the Mornell Director 220 Action and the
`Collado Stockholder 220 Action. See Ex. B (Jan. 26 email from G. Mouriz to S.
`Waesco, B. Ashman, and M. Golden).
`9. Mornell’s counsel responded that same day. Acknowledging the
`efficiencies associated with having the actions proceed on the same schedule,
`Mornell proposed coordinating the two actions (as opposed to formal consolidation)
`given the different operative legal standards that govern a director demand under
`Section 220(d) and a stockholder demand under Section 220(b). See Ex. B (Jan. 26
`email from S. Waesco to G. Mouriz). Mornell’s counsel also previewed that they
`would be sending a draft schedule that contemplated a trial on the same date as trial
`in the Collado Stockholder 220 Action, i.e., April 13, 2026. Counsel for Getmyboat
`did not immediately respond or otherwise indicate that it was opposed to hearing the
`two actions on April 13.
`10. Because the Company was not willing to accept service unless
`Mornell agreed to consolidate , Mornell served the Complaint on the Company’s
`registered agent on January 28, 2026. Dkt. 5.
`11. On January 28, 2026, Mornell’ s counsel sent a proposed case
`schedule to counsel for Getmyboat. As previewed, it largely tracked the agreed-
`upon schedule in the Collado Stockholder 220 Action, including the same fact
`discovery cutoff and pretrial deadlines in advance of an omnibus April 13, 2026 ,
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`trial. See Ex. B (Jan. 28 email from S. Waesco ); Ex. C (Mornell’s proposed
`schedule). To facilitate that schedule, Mornell’s counsel also requested that the
`Company file its answer to the Complaint on January 30, 2026, so that discovery
`could proceed alongside the Collado Stockholder 220 Action in a coordinated
`manner. Mornell’s counsel further requested that the Company respond to Mornell’s
`proposal to coordinate the two actions. Id.
`12. On January 30, 2026, Getmyboat’s counsel responded. Although
`the Company acknowledged that “Section 220(d) arguably authorizes broader relief
`than Section 220(b),” its counsel nonetheless expressed “concerns” about
`coordinating the actions because of unsp ecified “prejudice to GMB with respect to
`timing and adequate preparation of its defense.” See Ex. B (Jan. 30 email from G.
`Mouriz to S. Waesco). Counsel added that it saw “no value in ‘coordinating’” the
`actions because “proceeding with the actions sepa rately” would “unnecessarily
`burden GMB and make GMB’s ability to prepare adequately difficult, if not
`impossible.” Id. Counsel also stated that “a slight schedule adjustment” was the
`“most appropriate way forward,” but did not provide any details regarding the
`Company’s proposed adjustment, including whether the adjustment involved
`moving the trial date or only certain interim dates. Id.
`13. Counsel for Getmyboat also attached a draft stipulation and
`proposed order to consolidate the actions “for all purposes,” with the Collado
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`Stockholder 220 Action designated as the “lead case.” See Ex. D (draft consolidation
`stipulation) ¶¶ 1, 2, 3. The draft also included a provision requiring the parties to
`“submit a proposed schedule for disposition of the consolidated actions forthwith,”
`essentially seeking to undo the agreed-upon schedule in the Collado Stockholder 220
`Action and delay both actions. See id. ¶ 4. The Company’s counsel did not include
`counsel for Collado on this correspondence.
`14. This proposal was not acceptable to Mornell, and, on February
`4, 2026, he declined to agree to consolidation, reiterating the same concerns
`communicated more than a week before. See Ex. B (Feb. 4 email from S. Waesco
`to G. Mouriz). As an alternative, Mornell’s counsel again proposed coordinating the
`two actions for efficiency. Counsel also requested the Company file its answer the
`next day and again sought feedback on the proposed case schedule. Id. Mornell ’s
`counsel also asked the Company’s counsel to join a call to chambers the following
`day to lock in the April 13, 2026, trial date for this action. Id.
`15. Counsel for Getmyboat responded two days later, on February 6,
`2026, taking the position that the Company would not discuss coordinating the
`actions—including the potential parameters of a coordination order —and instead
`reaffirming that it wanted to consolidate the actions. Ex. B (Feb. 6 email from G.
`Mouriz to S. Waesco). The Company also refused to answer the Complaint any
`sooner than twenty days from service. Id. Further, the Company chided Mornell for
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`not “contact[ing] the Court for an expedited trial schedule ,” despite the fact that
`Mornell had (i) sent a draft case scheduling order to the Company more than a week
`earlier, and (ii) asked the Company’s counsel to join a call to chambers to request
`that trial be scheduled for April 13, 2026 —neither of which prompted a response
`from the Company. Instead, the Company filed its Motion.
`ARGUMENT
`16. Mornell agrees with the Company that the Mornell Director 220
`Action and the Collado Stockholder 220 Action should be tried on the same date and
`follow similar schedules. There are efficiencies to be gained by doing so, both for
`the parties and the Court, particularly because both actions center around concerns
`over the Proposed Merger.5
`17. However, because the two actions will be decided under two
`different provisions of Section 220 and involve different legal standards and burdens
`of proof, the two actions should be coordinated under Court of Chancery Rule 42(a),
`rather than formally consolidated for all purposes. See Ct. Ch. R. 42(a) ( “When
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`5 A week after the Complaint was filed, the Company produced the formal closing
`binder for the Proposed Merger. Based on the index accompanying the closing
`documents, it appears that the Proposed Merger closed on December 17, 2025—one
`day after the Board meeting where Mornell was asked to approve the transaction.
`Mornell elected to abstain given the limited information he had received about the
`Proposed Merger. See Dkt. 1, ¶¶ 44-48.
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`actions involving a common question of law or fact are pending before the Court, it
`may order a joint hearing or trial of any or all the matters in issue in the actions[.]”).
`18. “Consolidation of separately commenced actions [is authorized
`under Court of Chancery Rule 42] in narrowly defined circumstances[.]” Cowan v.
`Furlow, 2020 WL 10965255, at *2 (Del. Ch. Dec. 15, 2020) (citing Mirarchi v.
`Picard, 2002 WL 749164, at *1 (Del. Ch. Apr. 22, 2002)).
`19. The prerequisite for consolidating multiple actions is “ a finding
`of common issues of law, common issues of fact, or both.” Mirarchi v. Picard, 2002
`WL 749164, at *1 (Del. Ch. April 22, 2002) (citation omitted). The inquiry is
`“whether justice can be administered between the parties without a multiplicity of
`suits.” Id. (citing Cahall v. Lofland , 108 A. 752 (Del. Ch. 1920)). When
`determining the merits of a proposed consolidation, “[the Court] must exercise
`certain discretion and weigh the possible saving of time and effort that consolidation
`would advance against any inconvenience, delay, or expense that it would occasion.”
`Id. (citing Joseph v. Shell Oil Co., 498 A.2d 1117, at *1123 (Del. Ch. 1985)). Here,
`the same goals underlying consolidation can be achieved by coordinating the two
`actions under Rule 42(a).
`20. Although Mornell and Collado both seek to inspect Getmyboat’s
`books and records under Section 220, “the [Mornell Director 220 Action and
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`Collado Stockholder 220 Action] present materially distinct issues of law and fact.”
`Cowan v. Furlow, 2020 WL 10965255, at *2 (Del. Ch. Dec. 15, 2020).
`21. First, the operative standards governing whether Mornell and
`Collado are entitled to books and records are different ; the statutory framework
`applicable to a director Section 220 action provides significantly greater access to a
`corporation’s books and records and other corporate records than the framework
`governing a stockholder Section 220 action.6 As a director, Mornell “is entitled to
`virtually unfettered access to the books and records of the corporation.” McGowan
`v. Empress Entertainment, Inc., 791 A.2d 1, 5 (Del. Ch. Dec. 21, 2000). The only
`requirement for a director like Mornell is that the documents are being sought “for a
`purpose reasonably related to the director’s position as a director.” 8 Del. C. §
`220(d). In contrast, a stockholder’s inspection rights are governed by the provisions
`in recently amended Section 220(b), which requires a stockholder demand to be
`“made in good faith and for a proper purpose,” i.e., one that is “reasonably related
`to [the] stockholder’s interest as a stockholder.” 8 Del. C. §§ 220(a)(2) and (b)(2)(a).
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`6 Getmyboat’s representation that it “will provide Plaintiffs with all information
`relating to the [Proposed Merger] on or before March 6, 2026” (Mot. ¶ 3), is news
`to Mornell. The Company has taken the position that Mornell is pursuing his
`Demand for an improper purpose and clearly stated that “it is GMB’s position that
`Mr. Mornell is not entitled to any of the requested documents.” Compl., Ex. D at
`4-6. In any event, given Mornell’s position as a director of Getmyboat, the
`Company’s delay in producing all of documents sought in the Demand is
`inexcusable.
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`Stockholders must also comply with the “form and manner” requirements imposed
`by §§ 220(b)-(c).
`22. Second, by statute, Mornell and Collado are subject to different
`burdens of proof. A director is entitled to have “access at least equal to that of the
`remainder of the board” so that the director can perform his or her fiduciary duties
`“to protect and preserve a corporation.” Schnatter v. Papa John’s Int’l., Inc., 2019
`WL 194634, at *8 (Del. Ch. Jan. 15, 2019) (quotations and citations omitted).
`Consistent with these principles, with respect to a director demand, “[t]he burden of
`proof shall be upon the corporation to establish that the inspection [Mornell] seeks
`is for an improper purpose.” 8 Del. C. § 220(d) (emphasis added). In contrast, the
`burden of proof in a Section 220 action brought by a stockholder for books and
`records other than the Company’s stock ledger and/or list of stockholders is on the
`stockholder to establish that the documents he seeks are for a proper purpose. See
`8 Del. C. § 220(c).
`23. Getmyboat’s only proffered argument in favor of consolidation
`versus coordination is that “ proceeding with the actions separately and on
`[Mornell’s] proposed schedule would unnecessarily burden GMB and make GMB’s
`ability to prepare adequately difficult, if not impossible.” Ex. B (Jan. 30 email from
`G. Mouriz).
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`24. Respectfully, this argument does not make sense. Even if the
`cases were consolidated (as opposed to coordinated), Getmyboat would still need to
`expend the same time and resources defending the actions due to the distinct issues
`presented by each. Either way, Getmyboat will need to defend both distinct causes
`of action. Moreover, given the different standards under Section 220, Mornell and
`Collado will need to pursue their cases independently, albeit on coordinated
`schedules. Delaware corporations often engage in coordinated lawsuits where, as
`here, different parties have asserted different claims against the corporation.
`Consolidation would not alleviate the Company’s stated concern that it would be
`“difficult, if not impossible” (Mot. ¶ 14) for the Company to adequately prepare for
`both lawsuits at the same time .
`7 Whether the actions are consolidated or
`coordinated, the Company will need to defend both and respond to the different
`claims asserted.
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`7 If the cases were consolidated under Rule 42, many questions left unaddressed in
`Getmyboat’s proposed consolidation order would need to be answered, thus further
`delaying these summary Section 220 proceedings. For example, the Company has
`not explained whether it believes an operative complaint should be designated, even
`though the allegations in the two actions implicate different legal standards/statutory
`frameworks. See supra ¶¶ 21-22. Nor has the Company addressed whether Mornell
`and Collado can communicate about their respective cases without waiving
`privilege or whether document productions should be shared among the parties. To
`avoid prejudice to either Mornell or Collado, they should be free to communicate
`regarding their respective cases and share discovery where appropriate, should the
`cases be coordinated.
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`25. Coordination orders are routinely entered by this Court in books
`and records actions. See, e.g. , In re Coordinated Energy Transfer LP Books &
`Records Actions, C.A. No. 2020-0333-SG (Trans. 65749058) (Stipulation and Order
`Regarding Coordination and Case Schedule ); George Assad v. Earthstone Energy,
`Inc., C.A. No. 2022-0341 -KSJM (Trans. 67601891) (Corrected Stipulation and
`Order Governing Coordination and Case Schedule ). Contemporaneously with this
`response, Mornell has submitted a proposed Coordination Order for the two actions,
`which was shared with Collado’s counsel prior to filing and reflects his input.
`26. Getmyboat nonetheless c laims that consolidat ing Section 220
`actions is “not novel,” citing Troy Corp. v. Schoon, 959 A.2d 1130, 1132 n.2 (Del.
`Ch. 2008) and Schoon v. Troy Corp., 948 A.2d 1157, 1160-61 (Del. Ch. 2008). See
`Motion at 11-12 and Ex. A. The facts giving rise to the Troy consolidation order,
`however, are distinguishable. First, t he motion to consolidate in Troy was jointly
`submitted by the Section 220 plaintiffs (not the defendant corporation) in that case
`and was unopposed. 8 Second, the stockholder plaintiff in Troy owned 95% of the
`company’s Series B common stock, while the director plaintiff served as the
`designee of the Series B common stockholders. See Ex. E, ¶ 7. In other words, for
`purposes of a Section 220 inspection, Plaintiffs in Troy were essentially one and the
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`8 A true and correct copy of the Motion to Consolidate filed in Troy Corporation is
`attached hereto as Exhibit E.
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`same. Here, in contrast, Mornell is not a stockholder designee to the Getmyboat
`board and has his own independent reasons for investigating the Proposed Merger ,
`including to ensure that he is fulfilling his fiduciary duties. Finally, the demands in
`Troy were “identical” except for “[a]ll but two of the requests .” Ex. E, ¶ 8. Here,
`although the demands both center on the Proposed Merger, they were drafted
`independently by different counsel without consulting each other prior to filing. The
`motion to consolidate filed in Troy is inapplicable to the current dispute.
`27. The April 13, 2026 , trial date agreed to in the Collado
`Stockholder 220 Action and proposed by Mornell’s counsel is two days short of the
`typical ninety-day period for resolving summary books and records actions, and well
`past the sixty-day directive to the parties in the Assignment Letter. The Company’s
`continued refusal to coordinate a schedule that will protect Mornell’s rights under
`Section 220(d) is improperly delaying this summary proceeding that should be
`“managed expeditiously.” AmerisourceBergen Corp. v. Lebanon Cnty. Empls.’ Ret.
`Fund, 243 A.3d 417, at *437 (Del. 2020) (citation omitted).
`CONCLUSION
`For the foregoing reasons, Mornell respectfully requests that the Court
`deny the Motion and instead enter the attached proposed Coordination Order at its
`earliest convenience.
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`February 16, 2026
`MORRIS, NICHOLS, ARSHT
`& TUNNELL LLP
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`/s/ Susan W. Waesco
`Susan W. Waesco (#4476)
`Anneliese Ostrom (#7521)
`1201 North Market Street
`Wilmington, DE 19801
`(302) 658-9200
`swaesco@morrisnichols.com
`aostrom@morrisnichols.com
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`Attorneys for Plaintiff Sascha
`Mornell
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`Words: 2990/3,000
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