Lafferty v. Corient Partners - Arbitration Clause Dispute

IN THE COURT O F CHANCERY OF THE STATE O F DELAWARE MEMORANDUM OPINION Date Submitte d: February 2, 2026 Date Decided: Marc h 2, 2026 David E. Wilks, D. Charles Vavala III, WILKS LAW, LLC, Wilmington, Delaware; Jeffrey S. Boxer, CA RTER L EDYARD & MILBURN LLP, New York, New York; Attorneys fo r Plaintiff John Mer rill Laffer ty, Jr. Michael A. Barlow, Gates H. Young, QUIN N EMANUEL URQUHAR T & SULLIVAN, LLP, Wilmington, Delaware; Samuel G. Williamson, Shalia M. Sakona, QUINN EMANUE L URQUHART & SULLIVAN, LLP, Miami, Florida; Rachel E. Epstein, QUINN EMANUEL URQUHART & SULL IVAN, LLP, New York, New Y ork; A ttorneys fo r Defe ndants C orient Pa rtners LL C, Co rient Se rvices LLC, and Segall Bryant & Hamill LLC WILL, Vice Ch ancellor JOHN MERRI LL LAFFERTY, JR., Plaintiff, v. CORIENT PARTNERS, LL C, CORIENT SERVICES L LC, and SEGA LL BRYANT & HAMILL, LLC, Defendants. C.A. No. 2026-0004- LWW

1 The plaintiff in this ac tion seeks to permane ntly enjoin an arbitrat ion launched by his former employer. He argues that the arbitration clause appears in an improperly amended agreement h e ne ver agreed to. In h is view, t he parties’ dispute is governed by a prior version o f the agreement, which lacks an arb itration clause and mandates l itigation in De laware. The evidence presented at an expedited trial shows otherwise. The plaintiff manifested his assent to the amended agreement when he signed an equity award that i ncorpora ted its terms. He then accepted the amended ag reemen t’s economic benefits for nearly a year before resigning. Having done so, he is bound by the agreement, including its arbitration clause. Judgment is for the d efenda nts; the request for a n injunction is denie d. I. BACKGROU ND The f ollowing facts were proven by a p reponderance o f the evide nce at a trial on a paper recor d. 1 1 Trial was presented o n an expedited basis a nd on a paper record. Dkt. 37. The trial transcript is cited as “ Trial Tr.” Dk t. 39.

2 A. Lafferty and Corien t Plaintiff John M errill Lafferty, Jr. is a wealth manager and investment adviser. In 2004, he joined Segall Br yant & Hami ll, LLC, a Chica go -based investm ent firm, as a portfolio m anager. 2 He was later prom oted to seni or portfolio ma nager. 3 In April 2021, Se gall Bryant & Hamill was acqui red by an affiliat e of Corient Partners LLC and Corient Services LLC (together, “Corient”), a global w ealth and asset management firm. 4 Lafferty received significant proceeds in connection with the transac tion. 5 In mid-2023, Lafferty was invited to become a Class B mem ber of Corient Partners. 6 As a result, the structure of his compensation would change from a fee -based model to a base salary pl us quarterly distr ibutions. 7 On August 1 5, 2023, Lafferty executed a Joinder A greement to the Fourth Amended & Restated Limited Liability Company Agreement of Co rient Partners 2 Verified Pet. to Enjoin Arbitration (Dkt. 1) (“ Pet. ”) ¶ 11. 3 Unsworn Transmittal Decl. of Gates H. You ng in Supp. of Resp’ts ’ Answering Br. in Opp’n t o Mots. for Expedited Proceedi ngs and for TRO (Dkt. 3) (“ Young Decl.”) Ex. 6 (Decl. of Kurt MacAlpi ne in Supp. of Corient P’rs ’ Emergency Mot. for TRO and Preli m. Inj.) (“MacAlpine Decl.”) ¶ 25. 4 MacAlpine Decl. ¶¶ 15 -16. 5 Id. 6 Id. ¶ 26. 7 Id. at Ex. 6; Reply Br. in Supp. of Pet’ r’ s Mot. for Exped ited Pro ceedings and f or T RO (Dkt. 16) Ex. A (Decl. of Resp. J ohn Merrill Lafferty, Jr.) (“ Lafferty Decl. ”) ¶¶ 20 -22.

3 LLC (the “Fourth LLC Agreement”). 8 In doing so, he agreed to be bound by the Fourth LLC A greement “as the same may be ame nded from tim e to time.” 9 The Fourth LLC Agreement contained a Delaware forum selection clause. Under Section 13.1 9 of the Fourth LLC Agreement, L afferty submitte d to the “exclusive jurisdiction of any state o r U.S. federal court sitting in [Delaware]... with respect to any claim or cause of action” that might “aris[e] under o r relat[e] to th[e] A greeme nt.” 10 B. The Fifth LLC Agreement Under Section 10.01 of the Fourt h LLC Agreement, the “CI Member” had the authority to u nilaterally modify or amend the ag reement. 11 T hat right was subject to a limitation. The agreement cou ld not be amended “ in any manner tha t would materially, adver sely, and disproportionately affect any Member, or class of Members, without the consent of such Member, or a Majority in Interest of such class [.]” 12 8 See Pet. Ex. A (“Fourt h LLC Agreement”); see also Pet. Ex. B. (“Jo inder Agreement”). 9 MacAlpine Decl. E x. 7 § 2. 10 Fourth LLC Agreeme nt § 13.19. 11 Id. § 10.01 (explaining that the Fourth LLC A greement “may be mod ified, amended, or waived from time to time as determined by the CI Member”); id. a t Ex. A, Defin itions (defining “CI Member” initially as “CIPW Topco” or its “Permitt ed Transferee”). A “Permitted Tran sferee” included “wi th re spect to the CI Me mber, (i) an Affiliate th ereof and (ii) the direct or indirect equityholders, members, partners, or employees of the CI Member or Affiliate.” Id. 12 Id. § 10.01.

4 Through a series of corporate transactions in 2023, Corient Managem ent LLC became the CI Member of C orient Par tners. 13 On Feb ruary 7, 2 024, C orient Management exercised its authority under Section 10.01 to enact the Fif th Amended & Restated Limi ted Liability Com pany Agreement (the “Fift h LLC Agreement”). 14 The Fifth LLC Agreement fundamenta lly changed the company’s dispute resolution framework. It eliminated Section 1 3.19 of the Fourth LLC Agreement, which had provided for exclusive jurisdiction in Delaware courts, and replace d it with an arbitrat ion provision. 15 The revised provisi on — now Section 14. 02 — read: Any action, suit, o r other legal pr oceeding arising out o f or relating to this A greement (includin g the enforcement of any provision of this Agreeme nt) or the legal rel ationship of the parties hereto (whether at law or in equity, w hether in cont ract or in tort, o r oth erwise) shall be submitted to final and binding arbitration. Such arbitration shall be conducted before a neutral arbitrator in accorda nce with the JAMS Comprehensive Arbitration Rules & Procedures (including any subsequen t modifications or am endments thereto, the “JAMS Rules”), as the exclusive remedy for such contro versy, claim or dispute, and shall be located in New York, New York o r Miami, Florida. 16 13 Unsworn Decl. of Scott Akins i n Supp. of Resp’ts’ Trial Br. (Dkt. 31) (“ Akins Decl.”) ¶¶ 3, 5-6. 14 See Yo ung Decl. Ex. 2 (Fifth Amended & Res tated Limited Liability Co mpany Agreement of Corient Partners LLC) (“Fif th LLC Agreement”); Akins Decl. ¶ 6. 15 Compare Fourth LLC Agreement § 13.19, with Fifth LL C Agreemen t § 14.02. 16 Fifth LLC Agreement § 14.02(a).

5 Section 14.02 p ermitted parties to “conduct discovery to the same extent as w ould be p ermitted in a court of law[,]” and “irrevocably” waived their rights to a jury trial. 17 C. Notification of the Amendment On Febr uary 28, 2 024, Cor ient’s Senior Vice Pre sident and General Cou nsel, Scott Akins, emailed Corient Partner s ’ members. 18 He explained that changes had been made to the Fourth LLC Agreement to “better reflect the way the partnershi p operates in practice.” 19 He assured the members that “none of the changes to the agreement materia lly, adversely, and disproportio nately affect any partner or the individual partners.” 20 He also tol d them to “be on the lookout for a sy stem generated [] e mail notificatio n[,]” which would grant them access t o a virtual por tal (Carta) contain ing the Fifth LLC Agree ment. 21 The Fifth LLC Agreement was uploaded to Carta on February 29. 22 Five days later, on March 4, a Corient paralegal emailed Lafferty and the other m embers to 17 Id. §§ 14.02(b)- (c). 18 Young Decl. Ex. 5 (Decl. of Je nnifer Nu ñez in Supp. of S uppl. Mem. Concernin g Arbitrability) (“Nuñez Decl.”) Ex. 1. 19 Id. 20 Id. 21 Id. 22 Id. ¶¶ 3-5.

6 announce that the Fifth Amended LLC Agreement w as available on Carta for review. 23 D. Execution of the Eq uity Award Agre ement On August 1, 2024, Corient issued a Notice of Conversion to all Class B units holders. 24 The notice stated that the holders’ Class B units had b een converted to Class A units. It also explained that future distributions would be tied to the Fifth LLC Agreeme nt: [A]ll unvested Class A Units shall remain eligible for distributions of the Company in accordance with the terms of that certain Fifth Amende d and Restated Limited Liability Compan y Agreement of th e Company. . .. 25 To accept the Class A units, holders had to sign an Equity Award Agreement. 26 It stated that accepta nce of the Clas s A units was “subject to all of the terms and conditions” in several documents “incorporated. . . in their entirety” i nto the Equity Award Agreement. 27 The Notice of Conv ersion was among the incorporated documents. 28 23 Id. at Exs. 2-4. 24 Id. at Ex. 6. 25 Id. 26 Id. at Ex. 5. 27 Id.; see infra note 75 (quoting the Equity Award Agreeme nt). 28 Nuñez Decl. Ex. 5.

7 Lafferty accesse d the Equity Award Agreeme nt via Carta and signed it electronically on Janu ary 15, 2025. 29 He also checked a box affirm ing: “I have rea d and understand the Corient... Notice of Conversion,” which was linked for his review. 30 He agreed that his signature w ould “be applied t o the Documents, as applicable” and th at t he “ Documents” formed part of the “entire understanding between [Laffe rty] and [Corient Partners] ... and supersede[d] all prior agreement s, promises, and/or re presentation s on that subje ct.” 31 E. Acceptance of B enefits Upon the conversion, L afferty’s profits interests beca me capital interests with downside protection. In the first quarter of 2025, he receive d a grant o f 238 units according to the Fifth LLC Agreement. 32 Throughout the year, he also received thre e quarterly distribution s totaling $258,195. 33 Lafferty accepted these units and distributions w ithout object ion. 34 29 Id. 30 Id. 31 Id. The “Documents” included the Notice of Conversion. Id. 32 Id. at Ex. 7. 33 Id. at Exs. 7, 8. 34 Id. at Ex. 3.

8 F. Resignation and Ar bitration In late 2025, Lafferty co ntemplated leaving Corient. On December 12, 2025, he resigned, citing differing advisory philosophies. 35 He immediately registered a s an investment adviser with William Blair, a competi ng Chicag o-based investment management c ompany. 36 By the time he resigned, Lafferty had received over $7 million in value from Corient Partners. 37 This consisted of 124,676 vested units worth $2,133,206, 249,590 units subject to time -based vesting worth $4,270,484, and cash distributions totaling $861, 556.60. 38 On December 29, 2025, Corient initiated a JAMS ar bitration against Laffer ty in Miami, Florida. 39 Corient asserted claims for breach of non -competition a nd non-solicitatio n covenants, among other claims. 40 Corient also filed an emergenc y motion fo r a temporary restraining order, seeking to enjoin Lafferty’s pu rporte d ongoing breach es. 41 35 MacAlpine Decl. ¶¶ 53 -54; see also id. at Ex. 17. 36 Id. ¶¶ 53, 56, 58. 37 Id. ¶ 27. 38 Id. 39 Young Decl. Ex. 3 (JA MS arbitration de mand). 40 Id. 41 Unsw orn Decl. of Je ffrey S. Boxer in Supp. of Pet’r’s Mot. for Expedited Proceedin gs and for TRO (Dkt. 16) (“Boxer Decl.”) ¶ 2.

9 On December 3 1, 2025, an emergency arbitrat or ordered Lafferty to respond to Corie nt’s TRO motion by J anuary 1, 202 6 and scheduled a hearing for January 2, 2026. 42 Lafferty’s counsel sought an adjournmen t, arguing that Lafferty “did not sign – and wa s not aware of – the pur ported Fifth [LLC A greement].” 43 The emergency hearing proceeded on January 2. 44 The narrow issue presented was whether Laffert y was bound by the Fifth LLC Agreement and its arbitration clause. 45 At the close of the hearing, t he arbitrator h eld “ there is ample evidence that [Lafferty] expressl y adopted the Fifth [LLC Agreeme nt] and the Arbitration Cla use contained t herein. ” 46 On January 5, the arb itrator entered a TR O against Laffert y. 47 G. This Litigati on On January 2, 2026, Lafferty filed this lawsuit against Corient and Segal l Bryant & Hamill. 48 He asserts that the Fourth LLC Agreement governs the parties ’ 42 Id. ¶ 3. 43 Young Decl. Ex. 1 (Or der on Arbitrability Issue). 44 See id. 45 See id. 46 Id. 47 Resp’ts’ Trial Br. (Dkt. 31) Ex. A. 48 Dkt. 1.

10 dispute, as opposed to the Fifth LLC Agreement. 49 To that end, Lafferty asks this court to enjo in the Florida arbitr ation under 10 Del. C. § 5703(b). 50 Lafferty’s co mplaint was accompanied by motions to expedite and for a TRO. 51 After expedited briefing, I g ranted th e motions to preserve the status quo and allow for pr ompt resolution of the issues. 52 The parties agreed t hat an ex pedited trial was t he most appropriate and efficient p ath for ward; I agree d. 53 Pre-trial briefs, relying on various affidavits, declarations, an d exhibits, were filed. 54 A trial on a paper record w as held on February 4. 55 II. LEGA L ANALYSIS Lafferty asks this court to permanently enj oin the Miami arbitra tion pursuant to 10 Del. C. § 5703(b). H e asserts that his consent was required to amend the Fourth LLC Agreement’ s jurisdictional provisi on; that he did not consent to the amendment; an d that the Fourth — not Fif th — LLC Agreement gov erns the dispute. 49 Pet. ¶¶ 28-35. 50 Id. 51 Dkt. 1. 52 Dkts. 25, 35. 53 Dkt. 28. The parties st ipulated to an expedite d briefing schedule. Id. 54 See Pet’r’s Br. in S upp. of Pet. to Enjoin Arbitration (Dkt. 30) (“ Pet’r’s Trial Br.”); Resp’ts’ Trial Br. 55 Dkt. 37.

11 The defendants respond that the Fifth LLC Agreement governs. They argue that Lafferty — like all Corient members — is bound by the agreement, and that the amendment was proper. As such, they believe that the arbitrator rather than this court has jurisdicti on o ver the restrictive cove nant dispute. Even if the amendmen t w ere invalid, t hough, they maintain tha t Lafferty assented t o the amendment. 56 My analysis p roceeds in three parts. First, I determine that t his court — not the arbitrator — has jurisdiction to resolve the issue of substant ive arbitrability. 57 Next, I address whether the amendment complied with the terms of the Fourth LLC Agreement. 58 Finally, I confirm tha t Lafferty is bound by the Fifth LLC Agreemen t through his o bjective assent a nd acceptance of i ts benefits. 59 A. Substantive Arb itrability The thresh old questio n before me is whether the parties’ dispute is arbitrable. The Fifth LLC Agreement contains a broad delegation clause. It states that the arbitrator “shall have [the] exclusive authority to resolve any dispute relating to 56 Because the pa rties ag reed to an expe dited tri al on a paper record before the defendants filed an answer, no a ffirmative defenses were formally plead ed. To the exten t the defendants ’ arguments regarding Laffert y ’ s co nduct and acceptance o f benefits constitut e affirmative defenses, they were extensively bri efed by both parties. S uch issues were tried by the express or implied consent of the parties; Lafferty did not object. Accord ingly, they are treated in all respects as if they had bee n raised in the pleadings. See Ct. Ch. R. 15(b). 57 See infra notes 61 -67 and accompanying t ext. 58 See infra notes 68-73 and accompanying t ext. 59 See infra notes 74 -102 and accompanying text.

12 the interpretation, applicability, or enforceability o f this agreement to arbitrate, including the arbitrability o f any claims or defenses.” 60 Relying on this provision — and the incorporated JAMS rules — the emergency arbitrator determined h e had jurisdiction t o resolve the operative dispute. 61 Lafferty, however, challenges whether the Fifth LLC Ag reement was validly formed as to him. H e insists that he is bound only by the Fourth LLC Agreement, which lacks an arbitration provision and mandates that disputes be litigated i n Delaware court s. 62 Under D elaware law, questions o f contract formation and existence are for the court to decide, not the arbitrator. 63 Even where a p urported agreement conta ins a broad dele gation clause, the court must f irst determine if the “ contract in whic h it is contained ” was validly formed. 64 The question b ecomes further complicated “when 60 Fifth LLC Agreement § 14.02(b). 61 Young Decl. Ex. 1 at 3 -5. 62 Pet’r’s Trial Br. 20 -21; see Fourth LLC Agreement § 13. 19. 63 See SBV Inte ractive, Inc. v. Corp. Media P’rs, 714 A.2d 758, 761 (Del. 1998) (“In a proceeding to stay or t o compel arb itration, the quest ion of whether the parties agreed to arbitrate, commonly re ferred to as ‘substantive arbitrability [,] ’ is g enerally one for the courts and not for the arbitrators.”). 64 Rent -A-Center, W., In c. v. Jackson, 561 U.S. 63, 70- 71 (2010) (holding tha t before a court enf orces a dele gation clause, it must first determine whether the underlying container agreement was validly formed).

13 the court is faced with multiple agreements ” providing for differen t dispute resolution pa ths. 65 Here, the dispute hinges on whe ther Lafferty assented to the Fifth L LC Agreement or whether the Fourth LLC Agreement remains operative. That is an issue of contract fo rmation and interpretation — a matter reserved for the courts. 66 Thus, this court retains subject matter jurisdiction t o determine which contract governs the part ies’ relatio nship. 67 B. Whether the Amend ment Is Valid As a general matter, limited liability company member s are b ound by the terms of t he company’s operating agreem ent. 68 Here, the Fourth LLC Agreement required assen t to amendments that d isproportionate ly affected a member relative to the others. Sec tion 10.01 prohibit ed unilateral amendments that “mate rially, adversely, and d isproportiona tely affect any Member, or class o f Members” without their consen t. 69 65 AffiniPay v. West, 202 1 WL 4262225, at *4-5 (Del. Ch. Sept. 17, 2021). 66 See Granite Rock Co. v. Int’l Bhd. of Teamste rs, 561 U.S. 287, 296 (2010) (“[W]here the dispute at i ssue concern s contract fo rmation, th e dispute is generally for courts to decide.”). 67 See Pet. ¶¶ 25, 28-35 (citing 10 Del. C. § 5703(b) as the basis for this c ourt’s jurisd iction). 68 See 6 Del. C. § 18-101(9) (providing that a member is bound by an LLC agreement “ whether or not the member or manager or assignee executes the limi ted liability compa ny agreement ”); Seaport Vill. Ltd. v. Seaport Vi ll. Operating Co., 2014 WL 4782817, at *2 (Del. Ch. Sept. 24, 2014). 69 Fourth LLC Agreem ent § 10.01(a). General principle s of contract i nterpretation apply to a review of the Fourth and Fifth LLC Agreements. See, e. g., Osb orn ex rel. Os born v.

14 Lafferty contends that the s hift to mandatory arbitra tion is mater ial an d adverse b ecause it e liminated h is right to l itigate in the c ourts of this state. 70 He also asserts that the change disproportiona tely affect ed individual members like him relative to the CI Member. 71 The defendants respond that the amendment did not disproportionate ly a ffect Lafferty because the arbitrati on provision applies uniformly to a ll members — including the CI Member. 72 The defendants are correct that the amen dment applies to all members equa lly. But Lafferty is focu sed on a perceived disproporti onate effect. In his view, a private, confidential forum structurally advantages the majority member by shielding its conduct from p ublic scrutiny and rem oving appeal r ights. 73 I need not resolve this novel interpretive question. Even assuming (without deciding) that the amendmen t creates a material, adverse, and disproportionate effect on individual members relative to the CI Member that required Lafferty’s consent, the record dem onstrates tha t he provided such consent nearl y a year later. Kemp, 991 A.2d 115 3, 1159 (Del. 2 010) (citin g Kuhn Con str., Inc. v. Diamond State Port Corp., 990 A.2d 393, 397 (Del. 2010)); Lorillard Tobacco Co. v. Am. Legacy Found., 903 A.2d 72 8, 739 (Del. 2006). As discus sed in this section, I n eed not undertake an interpretive exercise. 70 Pet’r’s Trial Br. 24. 71 See Trial Tr. 21 (Laffe rty’s counsel maki ng this point). 72 Resp’ts’ T rial Br. 29 -3 0. 73 Pet’r’s T rial Br. 24; se e Trial Tr. 22 -23.

15 C. Assent in Writ ing and by Conduct Lafferty is bound by the Fifth LLC Agreement for two reasons. First, he affirmatively assented t o its terms in January 202 5. Second, he accepted the agreement thr ough his conduct. 1. The Equity Award Agreement On Ja nuary 15, 2025, Lafferty electroni cally exec uted an Equity Award Agreement. 74 He acknowledged that his award of Class A member ship units was “ subject to all o f t he t erms and conditions set forth in the a pplicable documents available for downloa d in connectio n with th[e] Equity Award... all of which [were] incorporated herein in their entiret y.” 75 He also checked a box affirming that he “read and underst [oo ] d” the Notice of Conversion, which w as hyperlinked. 76 The Notice of Conversion, in turn, stated that his units would be “eligible for distributions . .. in accordance with the terms of the Fif th [LLC Agreeme nt].” 77 This conduct cons titutes affirmative assent. 78 A sophisticated party lik e Lafferty is bound by the terms of documents incorporated by reference in the 74 Nu ñez Decl. Ex. 5. 75 Id.; see supra Section I.D. 76 Nu ñez Decl. Ex. 5. 77 Id. at Ex. 6. 78 Concor d Ste el, In c. v. Wilm. Steel Proce ssing Co., 2008 WL 9024 06, at *4 (Del. Ch. Apr. 3, 2008) (“A contr act is valid if it manifests mutual assent by the parties and they have exchanged adequate co nsideration.”).

16 contract he signs. 79 The E quity Award Agreement incorporated the Notice of Conversion, which clearly stated that Lafferty’s units were subject to the terms of the Fifth LLC Agreement. 80 By executing t he Equity A ward Agreement a nd confirming his receipt and understanding of the Notice of Conversion, Laffer ty objectively ma nifested his as sent to the Fif th LLC Agreeme nt. 81 Lafferty asserts that th is chain of incorporati on — from the E quity Award Agreement, to the Notice of Conversion, to the Fifth LLC Agreement — is too attenuated to show a clear inte nt to waive his litigation rights. 82 This court has 79 See Newell Rubber maid Inc. v. Storm, 2014 WL 1266827, at *6-8 (Del. Ch. Mar. 27, 2014) (holdin g that a contracting party assent ed to the terms of a restrictive covenant by accepting an award subject to the terms “ex plicitly refer enced” and expressly acknowledged, even if t he party did not read th ose terms); R HA Constr., Inc. v. Scott Eng ’g, Inc., 2013 WL 3884937, at *7 (Del. Super. Jul y 24, 2013) (“The obligation of a contractin g party to read any contr act it signs extends to documents incorporate d by reference, which become part of the ter ms of the parties’ agr eement at the time of execution.” (citat ion omitted)); To wn of Ch eswold v. Cent. Del. Bus. Park, 188 A. 3d 810, 818-19 (Del. 2018) (“Other documen ts or agreements can be incorporated by reference ‘ where a contra ct... refers to another instrument and makes the co nditions of such other instrument a part of it. ’ When that occurs, ‘ the two will be inte rpreted together as the agree ment of the parties. ’” (citations omitted)). 80 Nu ñez De cl. Ex. 6. T he Notice of Co nversion took t he form of a three sentence- long email. The last sentence discusses the Fifth L LC Agreement. Id. 81 See RE M OA Hld gs., LLC v. N. Gold Hldgs., LLC, 2023 WL 61430 42, at * 21-22 (Del. Ch. Sept. 20, 2023) (holding that a party’s signature bound him to all documents incorporated by refere nce, even if nested), aff’ d, 320 A.3d 237 (Del. 2024) (TABLE); see also McAnulla Elec t. Const., Inc. v. Radius Techs., LLC, 2010 WL 3792129, at * 4 (De l. Super. Sept. 24, 2010) (“ The obligatio n of a c ontracting party to read any contract it signs extends to documents incorporated by reference, whic h bec ome part of the terms o f the parties ’ agreement at th e time of execution.”). 82 Pet’r’s Trial Br. 29 -31; Trial Tr. 2 6.

17 previously rejected similar attempts to evade obligatio ns con tained in nested incorporated documents. 83 As this court noted in REM OA Holdings v. Norther n Gold Holdings, a contracting party “b [ears] responsibi lity fo r making fu rther inquiries befor e it agreed to assum e obligations def ined in a separate document.” 84 Further, Delaware courts do not impose a higher standard for incorporat ing arbitration clauses compared to other contractua l terms. 85 A signature o n an instrument incorporat ing a governing agreement binds the signatory to the entire agreement, not just the favorable parts. 86 Because Lafferty i s bound by the economi c terms of the Fi fth LLC A greement — an upside he ac cepted — he is e qually bo und by the dispute res olution provision. 87 83 REM O A, 2023 WL 6 143042, at *21 (holdi ng a sophisticated part y was b ound by a warrant provision contained in a commitm ent letter that was, in turn, incorporated by reference into a written consent the party executed). 84 Id. 85 Mikkilineni v. PayPal, Inc., 2 021 WL 2763903, at *12 (Del. Super. July 1, 2021) (“[A]rbitration clauses are governed by [the] p rinciples of contract formation.”); Chemours Co. v. DowDuP ont Inc., 2020 WL 152778 3, at *9 (Del. Ch. Mar. 30, 2020) (“In considering [an] agreement t o arbit rate, general state law contract principles, and not any special r ules separate to arbitration agreements, mus t apply.”), aff’d, 243 A.3d 441 (Del. 2020) (TABLE). 86 See Est. of Carmel v. GIII Accumulation Tr., 2023 WL 3139 31, at *5 (D. Del. Jan. 19, 2023) (“ A pa rty to a contract ca nnot silently ac cept i ts benefi ts and then object to its perceived disadvantages, nor can a par ty ’ s failure to read a contract ju stify its avoidance. ” (citation o mitted)). 87 See infra note 96 (citing case law).

18 Lafferty was free to read the Fifth LLC Agreement before agreeing to the Notice of Conversi on. He opted not to. Nevertheles s, he voluntarily bound h imself to a docume nt explicitly referencing it. “[H]e alone is responsible for his omission.” 88 Akins’ s February 2024 email describing the Fifth LLC Agreement as lacking changes that “materially, adversely, and disproportionate ly affect any partner or the i ndividual par tners” cannot e xcuse Lafferty’ s failure to rea d it. 89 2. Acceptance by C onduct Regardless of the effect of the Equity Award Agreement, Lafferty’s acceptance of t he Fifth LLC Agreeme nt’s benefits provides a n independent basis to find that he assented to its terms. By executing the Equity Award Agreement, Lafferty accepted the co nversion of his Class B units to Cla ss A units, a grant o f additional units, and the receipt of quarterly distributions through 2025. 90 Under 88 Pellato n v. Bank of N. Y., 592 A.2d 473, 477 (Del. 19 91) (“ It will not do for a man to enter into a contract, and, when called upon to respond to its obligatio ns, to say that he did not read it when he signed it, or did not know what it contai ned. . . . A contract[in g party] must stand by the words of his contract[.]” (citation omitted)); see also W. Willow-Bay Ct., LLC v. Robino-Bay Ct. Plaza, LLC, 2009 WL 3247992, at *4 n. 19 (Del. Ch. Oct. 6, 2009) (“[F]ailure to read a c ontract provide s no de fense against enforcem ent of its provisions where the mistake sought to be avoided is un ilateral and could have been deterred by the simple, prudent act of reading the contract.” (citing 27 Williston on Contracts § 70.113 (4 th ed. 2009))), aff’d, 985 A.2d 391 (Del. 2009) (TAB LE); REM OA Hldgs., 2023 WL 6143042, at *22 (same). 89 Nu ñez Decl. Ex. 1; see supra notes 18- 21; see also infra Section II.C. 3. 90 See supra notes 25 -26 and accompa nying text.

19 Delaware law, “[a] party to a contract cannot silently accept its benefits and then object to it s perceived disadva ntages.” 91 Lafferty attempts to minimize this conduct by noting he did not receive any “significant” new benefits under the Fifth LLC Agreement that he was not already entitled to receive under the prior version. 92 The recor d show s otherw ise. The Notice of Conversio n transformed Laffert y’s Class B profit interests into Class A capital interests with downside protection — a meaningfully different, and valuable, structural change. 93 He also accepted a g rant of 238 new units issued under the Fift h LLC Agreement. 94 His acceptance of such benefits for almost a year — totaling over $7 million in value 95 — constitutes an objective manifestation of h is assent to the Fifth LLC Agreemen t’s terms, including the arbitration provision. Having enjoyed the benefit of his bargain, Lafferty ca nnot now shirk the accompanyin g dispute resolution mec hanism. 96 91 Graham v. State Farm Mut. Auto. Ins., 565 A. 2d 908, 913 (Del. 1989). 92 Pet’r’s Trial Br. 10 -11; see Trial Tr. 24. 93 See MacAlpine Decl. ¶ 27; see al so Trial Tr. 36. 94 Nu ñez Decl. Ex. 7. 95 MacAlpine Decl. ¶ 27. 96 Graham, 565 A.2d at 913 (provi ding t hat a p arty’s accepta nce of auto insurance coverage under an auto insuranc e policy bound t hem to the policy ’s arbitration clause); cf. E. St ates Petroleum Co. v. Univ ersal Oil P rod s. Co., 4 9 A.2d 612, 616 (Del. Ch. 19 46) (“Even a defrauded complainant cannot accept the benef its received u nder a contract on the one hand and shirk its disa dvantages on the other.”); Elia v. Hertrich Fam. o f Auto. Dealers hips, Inc., 103 A.3d 514, 2014 WL 5410723, at *1 (Del. Oct. 23, 2014) (T ABLE) (enforcing an

20 3. The February 2024 Email Lafferty submits that he is not bound by the Fifth LLC Agreement — under either theory of assent — because h e was misled by Akins ’s February 2024 email, which s tated that “no material changes” we re ma de to the Fo urth LLC Agreeme nt. 97 Notably, he has not pleaded fraud or negligent misrepresentation to invalidate his assent. Instea d, beca use he alle gedly relied on th is emai l, he believes that h e had no obligation to rea d the Fifth LLC Agreement before accepting the units o r conversion. This argument is unpersuasive. At a minimum, Akins ’s email gave Laffert y constructive notice that the agreemen t had been amended. 98 He knew that changes were made to the Fo urth L LC Agreement, and he w as invited to revie w the Fifth Amended LLC Agreement and ask questions. 99 Unlike UBEO Holdings, LLC v. Drakulic, which Lafferty relies on, h e was n ot “ kept in the dark.” 100 Rather, one arbitration clause because the facts showed the parties proceeded under the agreement and “ continue[d] to enjoy the benefit of their bargain ”). 97 See supra notes 18 -21 and accompa nying text (describing Akins’s February 28 e mail). 98 Deutsche Ba nk Nat’l Tr. Co. v. Gold feder, 86 A.3d 1118, 2014 WL 644442, at *2 (Del. Feb. 14, 2014) (TABL E) (defining “[c]onstructive knowled ge” as “ knowledge th at one using reasonable care o r diligence sh ould hav e, and therefore t hat is a ttributed by law to a given person ” (citing K nowledge, Black’s Law Dictionary 950 (9t h ed. 2009))). 99 Nuñez Decl. Ex. 1. 100 2021 WL 1716966, at *1 (Del. Ch. Apr. 30, 2021) (refusing to enforce an arbitration clause where the part y “was intentionally kept in the dark of the content s of the agreement”).

21 week after Akin s’s email alerting him to the ame ndment, Lafferty was given acces s to the Fifth L LC Agreement on Carta. 101 The timi ng of L affert y’s assent to the Notice o f Conversion and acceptance of the Class A membership units further undercuts his argument. He executed t he Equity Award Agreemen t eleven months aft er Akins’s email w as sent. He cannot rely on an email summary in February 2024 t o excuse his failure t o read a contract in Ja nuary 2025. 102 III. CONCLUSIO N Lafferty’s request to en join the Miami arbitration fails. He is bound by the Fifth LLC Agreement, including its arbitration provision. Judgment is entered for the defendants. Within three business days, parties must confer on and file a proposed final order to impleme nt this decision. 101 Nuñez Decl. Ex s. 2-4. 102 See, e.g., W. Willow-B ay, 2009 WL 3247992, at *4 n.19 (“[F]a ilure to read a contract provides no defen se against enforceme nt of it s provisions wh ere the mistake soug ht to be avoided is unilateral and could have bee n deterred by the simple, p rudent act of reading the contract.” (citation omitted)).