COURT OF CHANCERY

OF THE STATE OF DELAWARE

T AMIKA R. M ONTGOMERY

- R EEVES V ICE C HANCELLOR 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 D efendant ’ s Motion

for R eargument. For the reasons stated herein, the Motion is DENIED

.

I. BACKGROUND 1

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 dam ages for violating his non

compete obligations. On April 5, 2018, inTEAM and Goodman filed their Motion

for R eargument. On April 13, 2018, Heartland filed its oppo sition to inTEAM and

Goodman’s M otion.

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 c ourt “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 C ourt. 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 b ar red

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

Specifical ly, 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 non

compete and the finding that Heartland had knowledge of Goodman and inTEAM’s

action s. 7 As a result, inTEAM and Go odman aver that the Court erroneously

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

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

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

Su preme 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 againstinTEAM 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 T his 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 T he Court conside red 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 Supre me 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. T he proper

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

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

14 Pl. and Counter cl . 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 Counter cl . 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 R eargument

is DENIED.

IT IS SO ORDERED

.

Sin cerely,

/s/Tamika Montgomery

- Reeves

Vice Chancellor