COURT OF CHANCERY

OF THE

STATE OF DELAWARE

TAMIKA R. MONTGOMERY-REEVES

VICE CHANCELLOR

Leonard Williams Justice Center

500 N. King Street, Suite 11400

Wilmington, Delaware 19801-3734

Date Submitted: April 13, 2018

Date Decided: April 27, 2018

Thad J. Bracegirdle, Esquire

Andrea S. Brooks, Esquire

Wilks, Lukoff & Bracegirdle, LLC

4250 Lancaster Pike, Suite 200

Wilmington, DE 19805

Jeffrey L. Moyer, Esquire

Travis S. Hunter, Esquire

Nicole K. Pedi, Esquire

Richards Layton & Finger, P.A.

One Rodney Square

920 N. King Street

Wilmington, DE 19801

RE: inTEAM Associates, LLC v. Heartland Payment Systems, LLC

Civil Action No. 11523-VCMR

Dear Counsel:

This letter opinion addresses Plaintiff and Counterclaim Defendant’s Motion 

for Reargument. For the reasons stated herein, the Motion is DENIED. 

I. BACKGROUND1

On March 29, 2018, this Court issued its Order Crafting Remedy Following 

Remand (the “Remand Order”) vacating the existing injunction against Heartland; 

 

1

 Terms not otherwise defined have the same meaning as in the Remand Order. 
inTEAM v. Heartland 

C.A. No. 11523-VCMR 

April 27, 2018 

Page 2 of 6 

declining to issue new injunctions against Heartland, inTEAM, and Goodman; and 

ordering Goodman to pay $399,997.08 in money damages for violating his noncompete obligations. On April 5, 2018, inTEAM and Goodman filed their Motion 

for Reargument. On April 13, 2018, Heartland filed its opposition to inTEAM and 

Goodman’s Motion. 

II. ANALYSIS

Under Court of Chancery Rule 59(f), a party may move for reargument within 

five days after the filing of the Court’s opinion.2

 Reargument will be granted only 

where the court “overlooked a decision or principle of law that would have 

controlling effect or . . . misapprehended the facts or the law so the outcome of the 

decision would be different.”3

 A motion for reargument is not a mechanism to

present new arguments or to relitigate claims already considered by the Court.4

 

2

 Ct. Ch. R. 59(f). 

3

 Pontone v. Milso Indus. Corp., 2014 WL 4352341, at *1 (Del. Ch. Sept. 3, 2014); 

see also Medek v. Medek, 2009 WL 2225994, at *1 (Del. Ch. July 27, 2009). 

4

 E.g., Oliver v. Bos. Univ., 2006 WL 4782232, at *1 (Del. Ch. Dec. 8, 2006) (“[N]ew 

arguments that have not previously been raised cannot be considered for 

reargument.” (quoting Lane v. Cancer Treatment Ctrs. of Am., Inc., 2000 WL 

364208, at *1 (Del. Ch. Mar. 16, 2000))); In re ML/EQ Real Estate P’ship Litig., 

2000 WL 364188, at *1 (Del. Ch. Mar. 22, 2000). 
inTEAM v. Heartland 

C.A. No. 11523-VCMR 

April 27, 2018 

Page 3 of 6 

In the Remand Order, this Court found that the unclean hands doctrine barred 

injunctive relief for both inTEAM and Heartland and rejected Goodman’s 

affirmative defenses.5

 inTEAM and Goodman now argue that the Court “materially 

misinterpret[ed] and misappl[ied] the Delaware Supreme Court’s mandate.”6

 

Specifically, they disagree with the Court’s interpretation of the Supreme Court’s 

opinion as a reversal of both the holding that Goodman did not breach the noncompete and the finding that Heartland had knowledge of Goodman and inTEAM’s 

actions.7

 As a result, inTEAM and Goodman aver that the Court erroneously 

awarded Heartland damages and ignored Goodman’s affirmative defenses.8 

All of inTEAM and Goodman’s arguments in their Motion have been 

previously made and rejected. First, inTEAM already argued that the Delaware 

Supreme Court’s decision precluded this Court from lifting the injunction previously 

entered against Heartland.

9

 But the Court did not read the Supreme Court’s opinion

 

5

 inTEAM Assocs., LLC v. Heartland Payment Sys., LLC, 2018 WL 1560058, at *2, 

*5 (Del. Ch. Mar. 29, 2018) (ORDER). 

6

 Pl. and Countercl. Def.’s Mot. for Reargument 2. 

7

 Id. at 4–5. 

8

 Id. at 9–14. 

9

 Compare Pl. and Countercl. Def.’s Answering Br. on Remand 2 (“The Delaware 

Supreme Court explicitly affirmed this Court’s entry of an injunction against 
inTEAM v. Heartland 

C.A. No. 11523-VCMR 

April 27, 2018 

Page 4 of 6 

to prohibit it from vacating Heartland’s injunction as an appropriate remedy on 

remand. Thus, the Court rejected inTEAM and Goodman’s arguments and vacated 

the injunction based on inTEAM’s unclean hands.10 Second, inTEAM already 

argued that Heartland’s affirmative defenses should not be considered on remand 

because Heartland did not raise this issue on appeal.11 inTEAM’s contention 

notwithstanding, this Court followed the Supreme Court’s instruction to consider an 

appropriate remedy for Heartland on remand.

12 This Court concluded that the 

doctrine of unclean hands barred both inTEAM and Heartland from receiving 

 

Heartland and that decision is final.”), and id. at 39 (“Heartland’s request that this 

Court vacate the injunction against it is baseless since the Delaware Supreme Court 

specifically affirmed this Court’s entry of the injunction against Heartland.”), with 

Pl. and Countercl. Def.’s Mot. for Reargument 10 (“On remand, the Court found 

that inTEAM was guilty of unclean hands and vacated on that ground the injunction 

previously entered against Heartland – even though the entry of the injunction had 

been affirmed by the Supreme Court.”). 

10 inTEAM Assocs., 2018 WL 1560058, at *2. 

11 Compare Pl. and Countercl. Def.’s Answering Br. on Remand 39–40 (“The 

Supreme Court did not instruct this Court to consider Heartland’s affirmative 

defenses because it already affirmed this Court’s finding of Heartland’s breach and 

the remedy for that breach.”), and id. at 40 (“Heartland never asserted on appeal its 

entitlement to re-argue affirmative defenses on remand.”), with Pl. and Countercl. 

Def.’s Mot. for Reargument 4 (“[T]he Supreme Court did not . . . direct this Court 

to reconsider its prior rejection of Heartland’s affirmative defenses – in fact, 

Heartland never challenged those aspects of the Court’s judgment in its appeal.”). 

12 Heartland Payment Sys., LLC v. inTEAM Assocs., LLC, 171 A.3d 544, 547 (Del. 

2017). 
inTEAM v. Heartland 

C.A. No. 11523-VCMR 

April 27, 2018 

Page 5 of 6 

equitable relief.

13 Third, Goodman continues to assert that his breach of contract 

falls outside of the statute of limitations.

14 The Court considered and rejected this 

argument in the Remand Order.

15 Fourth and finally, inTEAM argues that 

“Heartland fail[ed] to prove that inTEAM was not being transparent” with its 

development activities.

16 But the Court considered this argument and determined 

that the Supreme Court must have rejected inTEAM’s disclosure argument because 

“[o]therwise, waiver would have been the necessary outcome in the Supreme Court’s 

opinion.”17 inTEAM clearly disagrees with the Court’s Remand Order. But that 

disagreement is not proper grounds for reargument. inTEAM improperly seeks to

rehash arguments that this Court has already considered and rejected. The proper 

vehicle for inTEAM and Goodman’s arguments is appeal.18 

 

13 inTEAM Assocs., 2018 WL 1560058, at *2. 

14 Pl. and Countercl. Def.’s Mot. for Reargument 13 (“But the Remand Order ignores 

Mr. Goodman’s defense that Heartland’s damages are barred by the statute of 

limitations, in whole or in part, as raised on remand.”). 

15 inTEAM Assocs., 2018 WL 1560058, at *5 (“Goodman’s affirmative defense[] of 

laches . . . fail[s] because Heartland lacked knowledge of Goodman’s breaching 

behavior.”). 

16 Pl. and Countercl. Def.’s Sur-Reply Br. 11–12. 

17 inTEAM Assocs., 2018 WL 1560058, at *5 n.4. 

18 See Supr. Ct. R. 8. 
inTEAM v. Heartland 

C.A. No. 11523-VCMR 

April 27, 2018 

Page 6 of 6 

III. CONCLUSION

For the foregoing reasons, inTEAM and Goodman’s Motion for Reargument 

is DENIED. 

IT IS SO ORDERED. 

Sincerely,

 /s/Tamika Montgomery-Reeves

 Vice Chancellor