IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

MARC J. CENTRELLA, 

Plaintiff,

v.

AVANTOR, INC., 

Defendant.

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C.A. No. 2022-0876-NAC

POST-TRIAL MEMORANDUM OPINION

Date Submitted: June 18, 2024

Date Decided: July 1, 2024

Tiffany Geyer Lydon, Philip Trainer, Jr., ASHBY & GEDDES, P.A. Wilmington, 

Delaware; Lisa C. Solbakken, ARKIN SOLBAKKEN LLP, New York, New York; 

Counsel for the Plaintiff. 

Steven L. Becton, II, David J. Margules, Jessica C. Watt, BALLARD SPAHR LLP, 

Wilmington, Delaware; Counsel for the Defendant. 

COOK, V.C.
1

This is a post-trial advancement decision. A publicly traded holding 

company’s bylaws extend mandatory advancement rights to the employees of its 

subsidiaries. Those employees are, by the express terms of the bylaws,

“conclusively presumed” to be serving in that role at the company’s request. After 

the company sued a former employee of one of its subsidiaries to enforce restrictive 

covenants and enjoin his use of confidential information obtained in providing 

services pursuant to a service agreement, the former employee brought suit for 

advancement. 

The defendant corporation contests whether the plaintiff was employed by its 

subsidiary. The defendant contends that instead, it employed the plaintiff—

notwithstanding the defendant’s organizational role as a holding company with no 

payroll employees. By contrast, the subsidiary, among other things, paid the 

plaintiff’s wages, controlled the plaintiff’s compensation adjustments, and is 

identified as the plaintiff’s employer on his Form W-2s, paystubs, tax returns, and a 

host of internal documents. The subsidiary was materially involved in hiring the 

plaintiff and also employed the plaintiff’s two supervisors during the plaintiff’s 

tenure. In nearly all respects, the subsidiary controlled the plaintiff’s job 

performance. For his part, the plaintiff submitted expense reports and vacation 

requests to the subsidiary and identified himself as an employee of the subsidiary. 

The weight of Delaware’s operative decisional law on the issue of 

employment—which centers, as the defendant corporation argues, on an inquiry 
2

over the right of control—compels me to conclude that the defendant’s subsidiary 

employed the plaintiff. Accordingly, the plaintiff is entitled to advancement.

I. FACTUAL BACKGROUND

The preponderance of the evidence supports the following findings of fact.1

A. The Service Agreement 

From December 2019 to August 2022, Plaintiff Marc J. Centrella worked for 

Defendant Avantor, Inc.’s subsidiary, VWR Management Services, LLC (“VM”).2

Avantor, Inc. is a public Delaware corporation headquartered in Pennsylvania.3 It 

does not own the Avantor trademark or have any payroll employees of its own.4

Instead, it is “the parent corporation of a multinational organization”5 and functions 

as a holding company for dozens of subsidiaries.6 VM is one such subsidiary. 

Avantor, Inc. acquired VM in a November 2017 merger with VM’s parent 

entity (“VWR Corp.”) and has held all VM’s equity since before Centrella began his 

1 Joint trial exhibits are cited as “J__,” and trial testimony is cited as “TT___ 

([Name]).” 

2 As used herein, “Avantor, Inc.” refers to Defendant. But “Avantor” refers to the 

global Avantor organization—inclusive of Avantor, Inc. and its subsidiaries.

3 Centrella v. Avantor, Inc., C.A. No. 2022-0876-NAC (“Dkt.”) 93, Pretrial Stipulation 

(“Stip.”) ¶ 1. 

4 See J154 (“Baker Dep.”) at 7–8; J153 (“Thompson Dep.”) at 35–37; TT130

(Thompson).

5 Stip. ¶ 2.

6 See J88 (Avantor Organization Chart Dated December 31, 2021); TT137

(Thompson), 200–03 (Baker). 
3

employment.7 Following the merger, VWR Corp.’s “operations continue in the same 

manner but have been integrated into the Avantor corporate structure.”8

Defendant also owns VM’s sole member and manager, VWR International, 

LLC (“VI”).9 VI is Avantor, Inc.’s “primary U.S. operating company,” while VM is a 

“service company” that “provide[s] a certain set of services to V[I].”10 The services 

are set forth on “Exhibit A” to a 2011 service agreement that governs VI and VM’s 

relationship (the “Service Agreement”).

11 Those services include “Corporate Human 

Resources[,] Finance & Accounting-[]Reporting[,] Financial Planning & Analysis[,] 

Internal Audit[,] . . . [and] Business Development Services[.]”12 Thus, “V[M] is 

‘staffed with personnel or has access to agents that have the required qualifications, 

skills, and care to provide’ the services required by V[I], and subsequent to the 2017 

Merger required by Avantor more broadly.”13

The Service Agreement also pushes employment-related risks to VM. It 

provides that VM “shall be responsible for compliance of all laws, statutes and 

7 Stip. ¶¶ 4–6. 

8 J142 (“Def’s Interrogatories”) at 20. 

9 Stip. ¶ 7; TT164 (Baker). 

10 TT164–65, 201 (Baker). 

11 TT166 (Baker); J2 (“Service Agreement”); Stip. ¶ 8.

12 Service Agreement at 9. 

13 Def’s Interrogatories at 20 (quoting Service Agreement).
4

regulations governing the remuneration and benefits in respect of all of its 

employees employed or engaged by [VM].”14

B. Centrella’s Employment

In December 2019, Centrella was hired to serve as Avantor’s “sole Vice 

President of Corporate Strategy and Mergers and Acquisitions (‘M&A’).”15 In this 

role, Centrella was responsible for helping Avantor, Inc.’s CEO and board of 

directors pursue targets for acquisition.16 As an M&A professional, Centrella 

served VM by performing its “Business Development Services” obligations to VI, as 

set forth in Exhibit A to the Service Agreement.17 Prior to joining VM, Centrella’s 

job title was “Vice President Business Development and Strategy.”18

“Initially, Centrella reported to [Avantor, Inc.’s] CFO [Thomas] Szlosek. 

Szlosek was responsible for several categories of services on Exhibit A of the Service 

Agreement including finance and accounting, financial planning and analysis and 

internal audits.”19

14 Service Agreement at 4.

15 Stip. ¶ 9. 

16 Id. ¶ 13. 

17 Service Agreement at 2; TT18 (Centrella). 

18 J119 (Centrella’s LinkedIn Page); see also J155 (“Centrella Dep.”) at 14.

19 Dkt. 108, Defendant’s Amended Proposed Findings of Fact (“Def’s FoF”) ¶ 23 

(citations omitted).
5

Later, Centrella began reporting to both Szlosek and Avantor, Inc.’s 

Executive Vice President (“EVP”), Biopharma Production—Ger Brophy.20 For his 

part, Brophy had an employment agreement with VM.21 The agreement was signed 

by VM and said VM is Brophy’s employer in no uncertain terms.22 It also provides 

that: “The following are the . . . terms of your employment with V[M], effective as of 

the date hereof, under which you will provide services to Avantor, Inc. and its 

various affiliates.”23

Together, Brophy and Szlosek—two of the three individuals that interviewed 

Centrella during his hiring process—controlled Centrella’s employment, provided 

him instructive feedback, adjusted his compensation, and conducted his year-end 

evaluations.24 VM also paid both Szlosek and Brophy’s wages and served broadly as 

their “Payroll Entity.”

25

20 See id.; J9 (Offer Letter). 

21 J8 (Brophy’s Employment Agreement). 

22 Id.; see also Baker Dep. at 61 (“Q. Mr. Brophy was an employee of V[M]; correct? 

A. Yes.”). 

23 J8 at 1.

24 See J60 (2020 PMP Year-End Review); J92 (2021 PMP Year-End Review); 

Centrella Dep. at 16, 53–54 (explaining that Szlosek, Brophy, and possibly “an HR 

representative” were involved in adjusting Centrella’s compensation from year to year). 

25 Def’s Interrogatories at 13; Stip. ¶ 16. VM also was Michael Stubblefield’s payroll 

entity. Def’s Interrogatories at 13. Stubblefield was Avantor, Inc.’s CEO and Centrella’s 

third interviewer. See id.; Centrella Dep. at 16.
6

“V[M] is identified as Centrella’s employer on his Form W-2s, tax returns, 

and paystubs.”26 Like Centrella’s supervisors, VM processed and paid Centrella’s 

wages.27 Centrella submitted his expense reports—which characterize him as a VM 

employee—and his vacation requests to VM for approval.28 Centrella received 

business expense reimbursements from VM and VI.29 Centrella received equipment 

from VM.30 And his cost center was attributed to VI.31 VI or VM also provided 

Centrella a VWR company credit card.32

Centrella’s employee benefits, although not provided by VM, were provided 

by another Avantor, Inc. subsidiary—Avantor Funding, Inc.—VM’s “indirect 

parent.”33 But it is notable that Centrella’s employee benefits documentation

includes a section titled “Employment Information” with a subsection titled 

“structure.”34 It states: “Avantor :: V[M].”35

26 Stip. ¶ 12. These documents also identify VM by its own unique tax identification 

number. See Baker Dep. at 9; J150; J88. 

27 Stip. ¶ 11. 

28 See, e.g., J84 (Time Off Request Approval from VWR email address); J143–48

(Expense Reports); J87 (Past Due Email on Corporate Credit Card). 

29 Def’s Interrogatories at 14; Baker Dep. at 53. 

30 Def’s Interrogatories at 14. 

31 Stip. ¶ 17. 

32 Def’s Interrogatories at 15; TT59–61 (Centrella), 156–57 (Baker).

33 Def’s Interrogatories at 13; J88; Baker Dep. at 51. 

34 J10 (Centrella Employment Benefits Documentation). 
7

At trial, Avantor, Inc.’s senior manager for North America payroll, Kevin 

Thompson, stated that VM “is [Centrella’s] payroll and tax company, you know, for 

employment purposes.”36 Thompson explained, VM—though not a “common 

paymaster”37—is identified as the employer on Centrella’s W-2s, subject to a 

location and reporting-based test, so that Avantor, Inc. or its subsidiaries could take 

advantage of local tax benefits.38 Thompson also explained that, with several 

exceptions, VM and VI administer the payroll for all of Avantor’s employees located 

in the U.S. and Canada—including the employees of Avantor, Inc.’s subsidiaries 

and Avantor, Inc.’s executives and officers.39 To that end, Avantor, Inc. is not a 

payroll employer (i.e., it does not pay wages or appear as an employer on any Form 

W-2s).40

Avantor, Inc.’s General Counsel conceded that Centrella’s payroll documents 

“indicate” he was employed by VM during his tenure at Avantor.41 Avantor, Inc.’s 

Senior Vice President (“SVP”) and Deputy General Counsel for Corporate Matters, 

Scott Baker, goes further. At his deposition, Baker stated that VM was 

35 Id.

36 TT141 (Thompson). 

37 TT148 (Thompson).

38 See TT135 (Thompson). 

39 See TT122, 125–26, 130 (Thompson). 

40 Thompson Dep. at 35–37; TT130 (Thompson).

41 J126 (“Miller Dep.”) at 39.
8

“[t]echnically” Centrella’s employer and conceded that Avantor, Inc. was not 

Centrella’s employer “in any respect.”42

Centrella’s own communications send mixed signals. On many occasions—

including in sworn court filings and deal negotiation documents—Centrella 

represented to third parties that he was acting on Avantor, Inc.’s behalf or believed 

Avantor, Inc. was his employer.

43 But at other times, Centrella represented he was 

VM’s employee. This includes clear, repeated representations on his federal tax 

returns.44 And it includes a December 2020 email that Centrella sent to Martin 

Goldman.45 Goldman holds multiple business degrees, has a keen attention to 

detail, and—like Centrella—reported directly to Szlosek.46 So it is of note that 

Goldman held himself out as serving jointly in two roles at the same time—both as 

Avantor, Inc.’s “SVP-Global Treasury & Taxation” and as VI’s “VP-Global 

Taxation.”47

42 Baker Dep. at 25, 44 (“Q. So [Avantor, Inc.] wasn’t the entity that employed him in 

any respect, at least to the best of your knowledge? A. Correct.”).

43 See, e.g., Stip. ¶ 14. 

44 Stip. ¶ 12; J62 (Centrella Tax Returns); TT8, 116 (Centrella). 

45 J58 (“Would it be possible for an employee like me that is employed by V[M] to get 

paid in a currency other than USD?”).

46 J137 (Goldman’s LinkedIn Page); J4; TT100–01 (Centrella). 

47 J137.
9

Some of Centrella’s communication systems also indicated he was employed 

by VM.48

Defendant highlights an offer letter and other documents using Avantor 

trademarked letterhead as being factually relevant.49 But, as noted, Avantor, Inc. 

does not own the Avantor trademark. Nor did Centrella sign the offer letter—or, for 

that matter, any other onboarding document offered into evidence.50

C. Centrella’s Resignation 

Toward the end of July 2022, Centrella advised Avantor, Inc. that he was 

resigning to join Avantor, Inc.’s alleged competitor (“Waters”).51

On July 28, 2022, to dissuade Centrella from joining Waters—Avantor, Inc.’s 

EVP and Chief Human Resources Officer, Meghan Henson, emailed Centrella a 

personal services agreement (“PSA”) that, she asserted, Centrella “signed as part of 

[his] onboarding.”52 But the unsigned PSA Henson sent provides repeatedly that 

Centrella “is employed by V[I].”53 At her deposition, Henson maintained that she 

48 See, e.g., J41 (voicemail system email identifying Centrella’s “Company” as 

“V[M]”).

49 See J9. 

50 See id.; J16; J61; J104.

51 J110 (Complaint in Underlying Action) at 1; Stip. ¶ 19.

52 J104; J156 (“Henson Dep.”) at 12. 

53 J104. 
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“recall[ed] trying [her] best to send the appropriate documentation” and “ha[d] no 

reason” to believe that she sent Centrella the wrong document.54

Also on July 28, 2022, Avantor, Inc. “informed Centrella” of its view that 

joining Waters would breach his contractual non-compete obligations and that it 

“intended to vigorously enforce its purported rights.”55 Avantor, Inc. also “expressed 

concerns regarding the potential that Centrella would disclose Avantor’s

confidential information to Waters.”56

Centrella’s resignation was effective August 19, 2022.57 On September 6, 

2022, Centrella’s counsel informed Avantor, Inc. that Centrella “expected to 

commence employment at Waters on or after September 21, 2022.”58

D. Litigation 

On September 8, 2022, Avantor, Inc. filed a complaint against Centrella as a 

“corporate officer” to enforce restrictive covenants and enjoin his use of “confidential 

54 Henson Dep. at 31. To similar effect, Michael Bernstein emailed Centrella a copy 

of a PSA in January 2020 to sign and return. J16. This PSA differs from the one Henson 

sent and states that it is “between Avantor, Inc., on behalf of itself and its affiliates 

(collectively, ‘Avantor’) . . . and Marc Centrella (‘Associate’), who is or will be employed.” Id. 

It then refers to the “Associate’s employment with Avantor” and includes a modification 

provision that is designed to address “[a]ny change of employer within Avantor (as defined 

above).” Id.

55 Stip. ¶ 20; TT22–23 (Centrella). 

56 Stip. ¶ 20.

57 Id. ¶¶ 19, 22. 

58 Id. ¶ 23.
11

information” (the “Underlying Action”).59 On September 9, 2022, Centrella provided 

an undertaking and made a demand for advancement, which Avantor, Inc. 

rejected.60 Centrella answered, filed counterclaims, and filed the Complaint in this 

action for advancement under Avantor, Inc.’s bylaws (the “Bylaws”).61 Waters 

withdrew its job offer, Avantor, Inc. voluntarily dismissed its claims without 

prejudice, and Centrella amended his counterclaims in the Underlying Action.62

On summary judgment, I rejected Centrella’s first theory, that he was 

entitled to relief as an Avantor, Inc. officer.63 But I held trial on April 4, 2024, to 

evaluate his second theory.64 I heard post-trial oral argument on June 18, 2024.

II. LEGAL ANALYSIS

Under his second theory, Centrella seeks advancement and fees on fees under 

the Bylaws as a former-VM employee.

“General rules of contract interpretation apply when construing the 

provisions of a company’s charter or bylaws.”65

59 See J110; Stip. ¶ 25. 

60 Stip. ¶ 33; J114 (Demand and Undertaking). 

61 Stip. ¶ 26. 

62 Id. ¶¶ 28–30.

63 See Dkt. 31 (“December 2022 Ruling”); Dkt. 69 (“November 2023 Ruling”).

64 See Stip. ¶ 35. 

65 Krauss v. 180 Life Scis. Corp., 2022 WL 665323, at *4 (Del. Ch. Mar. 7, 2022). 
12

When interpreting a contract, the court’s ultimate goal is to determine 

the parties’ shared intent. Because Delaware adheres to the objective 

theory of contract interpretation, the court looks to the most objective 

indicia of that intent: the words found in the written instrument. As 

part of this initial review, the court ascribes to the words their 

“common or ordinary meaning,” and interprets them as would an 

“objectively reasonable third-party observer.” When the plain, 

common, and ordinary meaning of the words lends itself to only one 

reasonable interpretation, that interpretation controls the litigation.66

“Rights to indemnification and advancement are deeply rooted in the public 

policy of Delaware corporate law in that they are viewed less as an individual 

benefit arising from a person’s employment and more as a desirable mechanism to 

manage risk in return for greater corporate benefits.”67 Indeed, “[a]dvancement is 

an especially important corollary to indemnification as an inducement for attracting 

capable individuals into corporate service.”68 

This exact policy was in full swing when Avantor, Inc. drafted the Bylaws.69 

To that end, the Bylaws’ indemnification and advancement provisions “were drafted 

broadly” on “purpos[e]” and provide sweeping coverage—including to the employees 

of Avantor, Inc.’s subsidiaries.70 

66 Sassano v. CIBC World Mkts. Corp., 948 A.2d 453, 462 (Del. Ch. 2008) (footnotes 

omitted). In addition to applying “contract interpretation” principles when interpreting 

bylaws, in the advancement “context, Delaware courts ‘simultaneously apply the patina of 

section 145’s policy.’” Underbrink v. Warrior Energy Servs. Corp., 2008 WL 2262316, at *7 

(Del. Ch. May 30, 2008).

67 Kaung v. Cole Nat. Corp., 884 A.2d 500, 509 (Del. 2005). 

68 Homestore, Inc. v. Tafeen, 888 A.2d 204, 211 (Del. 2005).

69 TT205 (Baker).

70 TT204 (Baker).
13

A. Centrella Is Entitled To Mandatory Advancement Under The Bylaws

As I explain below, the Bylaws provide mandatory advancement rights to VM 

employees sued by reason of their employment. VM employed Centrella, and 

Avantor, Inc. sued Centrella by reason of his employment.

Section 7.02 of the Bylaws extends advancement to an “indemnitee.”71 The 

term “indemnitee” is defined in Section 7.01—which, for its part, extends 

indemnification rights to indemnitees “to the fullest extent permitted by Delaware 

law.”72 In relevant part, Section 7.01 defines Indemnitee as someone “who was or is 

made a party or is threatened to be made a party to or is otherwise involved in any”

civil “action, suit or proceeding” by “reason of the fact that he or she . . . is or was 

serving at the request of [Avantor, Inc.] as a director, officer, employee, agent or 

trustee of another corporation or of a partnership, joint venture, trust or other 

enterprise . . . .”

73 The Bylaws also explain that “[a]ny person serving” as an 

“employee or agent” of a “limited liability company . . . at least 50% of whose equity 

interests are owned by [Avantor, Inc.] . . . shall be conclusively presumed to be 

serving in such capacity at the request of [Avantor, Inc.].”74

71 J1 (“Bylaws”) § 7.02.

72 For clarity, I will capitalize “indemnitee” when referring to the term defined in 

Section 7.01 of the Bylaws.

73 Bylaws § 7.01 (emphases added). 

74 Id. § 7.04(B) (emphasis added).
14

The Bylaws further provide that, “[t]o the fullest extent permitted by law, if 

successful in whole or in part,” an Indemnitee is entitled to fees on fees in “any” suit 

to enforce his or her advancement right and, in such cases, “the burden of proving” 

the Indemnitee is not entitled advancement falls entirely on Avantor, Inc.75

Here, the parties do not dispute that Avantor, Inc. wholly owned VM or that 

VM employees are entitled to advancement.76 Instead, they dispute whether (1) VM 

employed Centrella and (2) Avantor, Inc. sued Centrella “by reason of the fact” of 

his employment. Both issues are potentially dispositive of whether Centrella is an 

Indemnitee under the Bylaws. 

I make two observations at the outset. First, the persons to whom the 

Bylaws provide advancement (i.e., Indemnitees) are those to whom indemnification 

must be provided to “the fullest extent permitted by Delaware law.” This 

demonstrably broad language makes its drafters’ intentions clear and compels a

similarly broad reading of the definition of Indemnitee, as that term is used in 

75 Id. § 7.03.

76 Stip. ¶¶ 6–7. Defendant argues Centrella was not an employee of VM, but 

Defendant does not challenge or otherwise discuss the applicability of Section 7.01’s 

“conclusive[] presum[ption]” to this action. Even if Defendant had successfully challenged

whether its ownership of VM was of the nature giving rise to the “conclusive[] 

presum[ption]” in Section 7.01, the inquiry would shift to whether Centrella was employed 

by VM at Avantor, Inc.’s request. But, given Avantor, Inc.’s structure—a holding company 

with no payroll employees—and its intention to provide paradigmatically broad 

advancement rights (discussed below), Defendant would be hard pressed to show that, if 

Centrella was employed by one of its subsidiaries, he did not serve in that role at 

Defendant’s request. 
15

Section 7.01.77 This, in turn, requires the Court to interpret the word “employee,” 

as used in defining Indemnitee, in a correspondingly broad manner. Compounding 

this conclusion is the notion that “[c]orporations do not typically extend mandatory 

advancement rights to employees and agents, instead reserving such rights for 

directors and officers appointed by the directors.”78 Yet, here, although not required 

by Delaware law, the Bylaws’ drafters went out of their way to do just that.

Second, and building on the first observation, the Bylaws do not condition the 

“conclusiv[e] presum[ption]” on an individual being employed exclusively by an 

Avantor, Inc. subsidiary. Instead, by its plain terms, the Bylaws extend 

77 See Sun-Times Media Grp., Inc. v. Black, 954 A.2d 380, 394–95 (Del. Ch. 2008)

(“[T]he meaning of the Advancement Provision becomes evident, especially given that the 

Provision is to be interpreted broadly, per the mandate of the Certificate provision 

expressing an intention to provide directors and officers with advancement and 

indemnification ‘to the fullest extent permitted by applicable law.’”). Even aside from the

“to the fullest extent” language in Section 7.01, the Bylaws contain other clear markers 

showing Avantor, Inc. intended both the indemnification and advancement provisions to be 

interpreted broadly. Indeed, another way to communicate “to the fullest extent under the 

law” would be simply to copy relevant portions of the indemnification and advancement 

statute into the Bylaws, but change the statute’s permissive language to be mandatory. 

The drafters of the Bylaws seem largely to have adopted this approach, with limited

deviations from the statutory text further reflecting the drafters’ intent to confer

extraordinarily broad rights. See, e.g., Bylaws § 7.01 (expressly contemplating “compulsory 

counterclaims” against Avantor, Inc. notwithstanding absence of such text in 8 Del. C. § 

145); id. § 7.02 (expressly contemplating advancement associated with “appearing at, 

participating in or defending” a proceeding (emphasis added)); see also TT205 (Baker) 

(“[W]e think about [the indemnification and advancement provisions in the Bylaws] broadly 

because we ask our -- certain of our associates to fill officer and director roles, and that has 

different meanings . . . in different jurisdictions around the world, and so we wanted to 

ensure -- when we thought about drafting this broadly, we wanted to ensure that if we’re 

asking an associate in a foreign jurisdiction to become a director of that entity, that that 

individual would have the benefit of . . . that indemnification provision.”).

78 Sassano, 948 A.2d at 460. 
16

advancement to persons who may have been employed by an Avantor, Inc. 

subsidiary in addition to another entity, such as, for example, Avantor, Inc. 

1. VM Employed Centrella

Defendant argues strenuously that payroll is ministerial and not dispositive 

of the employment relationship, and thus, the Court should reject the technical 

meaning of “employee” in favor of the functional test—focused on an employer’s 

right of control.

At bottom, this is an interpretation question. I must determine whether 

Centrella was VM’s “employee” and thus an “[I]ndemnitee,” as those terms are used 

in the Bylaws. In doing so, as I noted above, I must construe these terms broadly to 

give effect to the clear intention indicated in the Bylaws’ express, sweeping terms.

As Defendant argues, “[t]his Court often looks to dictionaries to ascertain a 

term’s plain meaning.”79

Black’s Law Dictionary defines “employee” as “[s]omeone who works in the 

service of another under an express or implied contract of hire, under which the 

employer has the right to control the details of work performance.”80 

79 Chordia v. Lee, 2024 WL 49850, at *25 (Del. Ch. Jan. 4, 2024); Lorillard Tobacco 

Co. v. Am. Legacy Found., 903 A.2d 728, 738 (Del. 2006) (“Under well-settled case law, 

Delaware courts look to dictionaries for assistance in determining the plain meaning of 

terms which are not defined in a contract. This is because dictionaries are the customary 

reference source that a reasonable person in the position of a party to a contract would use 

to ascertain the ordinary meaning of words not defined in the contract.” (footnote omitted)).

80 Employee, Black’s Law Dictionary (11th ed. 2019) (emphasis added). 
17

The Restatement (Second) of Agency defines “servant” (which is 

“synonymous” with “employee”) as “a person employed to perform services in the 

affairs of another and who with respect to the physical conduct in the performance 

of the services is subject to the other’s control or right to control.”81 

These definitions suggest the operative question arises from the right to 

control. Indeed, our high court has explained that “[f]rom the existence of the right 

to control springs the employer-employee relationship.”82 

I make no effort to provide a comprehensive definition for employment 

relationships. As the Restatement (Second) of Agency has noted, “[t]he relation of 

master and servant is one not capable of exact definition.”83 In part for this reason, 

“[t]he definition of employee [is] a term that has ‘probably produced more reported 

cases than any definition of status in the modern history of law . . . .’”

84 Indeed, the 

highly fact-intensive nature of the employment inquiry coupled with the lack of 

81 Restatement (Second) of Agency [hereinafter “Restatement”] § 220(1), cmt. g (Am. 

L. Inst. 1958) (emphasis added); accord Falconi v. Coombs & Coombs, Inc., 902 A.2d 1094, 

1099 n.16 (Del. 2006); see also Fisher v. Townsends, Inc., 695 A.2d 53, 58 (Del. 1997)

(“Because all employers are masters and all employees are servants, the terms 

employer/employee are often used interchangeably to denote a master/servant 

relationship.”). 

82 Lester C. Newton Trucking Co. v. Neal, 204 A.2d 393, 395 (Del. 1964). 

83 Restatement § 220 cmt. c.

84 Falconi, 902 A.2d at 1099 n.16 (citation omitted). 
18

clear definition surrounding its parameters is, at least in part, what initially gave 

rise to the need for a trial in this action.85 

Nonetheless, Defendant argues that the right of control is the central issue 

here. And the definitional meaning of “employee” seems generally to support that 

interpretation of the Bylaws. “But dictionary definitions are not the only possible 

source of plain meaning. . . . In addition to relying on dictionary definitions, a court 

may look to how a term or phrase is used in a particular legal context.”

86 As that 

relates here, our courts have found the right of control to remain a central inquiry 

to employment determinations in a host of varying legal contexts. 

In significant part, our courts look to the test Defendant highlights—the 

“functional” Lester C. Newton test. Although born out of workers’ compensation 

case law, the Newton test has since been applied in a diverse array of other legal 

contexts. 

At the outset, it seems at least relevant to consider the factors weighed in the 

workers’ compensation context when determining the meaning of “employee” and 

whether an employer-employee relationship existed since “[t]he appellations 

85 See Miller v. Preston Trucking, 1998 WL 733191, at *3 (Del. Super. June 11, 1998)

(“The facts and circumstances of each case determine whether an employer-employee 

relationship exists . . . .”); Morris v. Blake, 552 A.2d 844, 849 (Del. Super. 1988) (“Summary 

judgment will be denied where the agency question is critical to the disposition of the case 

and where further exploration of the facts is appropriate.”), aff’d, 610 A.2d 1354 (Del. 1992); 

Patterson v. Blue Hen Lines, 1986 WL 2274, at *2 (Del. Super. Jan. 28, 1986) (“The 

determination of an employer-employee relationship almost always is a question of fact.”).

86 In re P3 Health Grp. Hldgs., LLC, 282 A.3d 1054, 1066–67 (Del. Ch. 2022). 
19

employer and employee . . . are used most frequently in determining workers’ 

compensation rights or obligations. Accordingly, the words employer and employee 

have become imbued with the connotations that arise from the implications of that 

direct relationship pursuant to the workers’ compensation statute.”87 

In the Newton test, our courts consider four questions: “who hired the worker, 

had the power to discharge him, paid his wages, and was in control of the worker’s 

activities while he was working.”88 But the most weight is given to the right to 

control.89 “The test being the right to control, it makes little difference whether or 

not that right has actually been exercised.”90 In the workers’ compensation context, 

the Newton test is used to determine “which one of two potential employers can be 

considered as the employer . . . .”

91 But as noted, this test and variations of it have 

been used in other contexts. 

For example, one court has applied the Newton test when interpreting the 

meaning of the word “employment” in a contract.

92 The court reasoned that “[t]here 

87 Fisher, 695 A.2d at 58 (citations omitted).

88 Porter v. Pathfinder Servs., Inc., 683 A.2d 40, 42 (Del. 1996) (citations omitted). 

89 Id. 

90 Newton, 204 A.2d at 395.

91 Harleysville Mut. Ins. Co. v. Five Points Fire Co. No. 1, 444 A.2d 304, 307 (Del. 

Super. 1982). 

92 Haft v. Dart Grp. Corp., 841 F. Supp. 549, 565–66 (D. Del. 1993) (applying 

Delaware law). 
20

is no indication” that “a standard containing different elements governs the 

contractual side of the employment relationship.”93

Another decision used the Newton test when interpreting the meaning of the 

word “employee” in an insurance contract. In doing so, the Delaware Superior 

Court examined the meaning of “employee” in the workers’ compensation context as 

part of its analysis for determining how the contract interpretation issue should be 

treated.94 The court concluded, after considering the factors in the Newton test, 

that the disputed individuals “are not employees within any acceptable common law 

definition.”95 

In similar fashion, several other decisions seem to focus on the Newton test as 

providing the relevant inquiry under a common law assessment of employment. 

Our high court explained in one such decision that “[s]ince most compensation acts 

contain no definition of the term ‘employee’ . . . it has generally been taken for 

granted that the common-law definition of employee, or servant, worked out for 

vicarious tort liability purposes, was meant to be adopted.”

96 This common law 

definition “usually consists largely of a listing of relevant characteristics or tests, 

93 Id. at 565 n.14.

94 Harleysville, 444 A.2d at 307. 

95 Id. 

96 White v. Gulf Oil Corp., 406 A.2d 48, 51 (Del. 1979) (quoting 1B Larson, 

Workmen’s Compensation Law, § 43.10 (1979) and later citing Newton, 204 A.2d at 395 for 

the proposition that “the predominant consideration in determining an employment 

relationship is that of right to control”).
21

coupled with the warning that all except the control test are merely indicia pointing 

one way or the other.”97 And still other cases appear to view the Newton test as 

synonymous with the common law test.98 

I take note of these varying uses of the Newton test to highlight the 

significant emphasis our courts place on the right of control across the board when 

they are called upon to make employment determinations. Indeed, even in the 

handful of outlier contexts, where the Newton test may not so readily apply, 

primary weight remains on the right of control. For example, when determining 

whether a person is an employee or an independent contractor, our high court has 

instructed that trial courts are to consider the factors set forth in the Restatement 

(Second) of Agency § 220.99 But even when considering those factors, our courts 

have recognized that “[t]he primary issue is whether or not the Employer retained 

control . . . .”100 And in the personal injury context, our courts have also stated that 

97 Id.

98 See Barnard v. State, 642 A.2d 808 (Del. Super. 1992), aff’d, 637 A.2d 829 (Del. 

1994).

99 Falconi, 902 A.2d at 1099–1100. 

100 Preston Trucking, 1998 WL 733191, at *4; id at *3 (“Although all of the factors in 

§ 220(2) must be considered in making the employee/independent contractor determination, 

the one given predominant consideration is the right to control the details of the work.”).

The Delaware Supreme Court has made this point explicit. Although considering other 

factors set forth in the Restatement, whether “agents are characterized either as servants 

or independent contractors” depends “upon the right of control capable of being exercised by 

the principal . . . .” Fisher, 695 A.2d at 59. If, for example, “the principal assumes the right 

to control the time, manner and method of executing the work, as distinguished from the 

right merely to require certain definite results in conformity to the contract, a 

master/servant type of agency relationship has been created.” Id. 
22

“agency is a question of fact in each case, with the central inquiry being whether the 

right to control is present, without regard to whether such control is actually 

exercised or not.”101 

Initially, I was reticent to apply the Newton test out-right since, as noted in 

Harleysville Mutual Insurance Co. v. Five Points Fire Co. No. 1, it has been 

predominately applied to instances where one must determine which of two entities 

employed a person in the workers’ compensation context.

102 By contrast, here, I am 

asked to resolve a different question—whether VM employed Centrella. I am not 

asked to decide as between Avantor, Inc. and VM or to determine whether Avantor, 

Inc. employed Centrella at all.

103 

101 Blake, 552 A.2d at 849.

102 444 A.2d at 307. 

103 Separately, I note that, to the extent Defendant seeks to usher in workers’ 

compensation law as applicable to this context, it cannot escape the further possibility 

under that case law that Avantor, Inc. and VM may have both employed Centrella as 

“intertwined” parent and subsidiary entities. Indeed, workers’ compensation law 

recognizes express instances of “joint employment”—which are “fairly common.” A. 

Mazzetti & Sons, Inc. v. Ruffin, 437 A.2d 1120, 1123 (Del. 1981) (quoting 1C Larson, 

Workmen’s Compensation Law, § 48.40 (1980)). For joint employment, our courts look to 

three elements—whether the same employee (1) is “under the simultaneous control of both 

employers; and (2) performs services simultaneously for both employers; and (3) the 

services performed for each are the same or closely related.” Id. Again, the right to control 

occupies a dominant place in this assessment. Notably, “[t]he decisive factor leading to a 

joint employment holding may,” among other things, be: “that the activities of the two 

companies (parent and subsidiary) were ‘intertwined’ and the injured employee was on the 

payroll of both;” or “that both companies controlled to a degree the details of the employee’s 

work that resulted in his injury.” Id. at 1126. Moreover, opposite Defendant’s general 

contention that payroll is “ministerial,” our case law shows that, at least when considering 

the issue of joint employment, payroll may be relevant in determining who a person’s 

employer is. See id.
23

Nonetheless, I find the Newton test’s seemingly broad use by Delaware courts 

in a host of varying contexts to be a compelling testament of its versatility and 

general appropriateness for assessing the issue of employment. It certainly 

corroborates the definitional meaning of “employee” in its focus on the right of 

control. I thus view the Newton test’s factors, at least in part, as instructive of the 

pertinent issues surrounding an employment determination. 

Given the foregoing, the plain, broad meaning of “employee,” as used in the 

Bylaws and considered for its definition and use across a wealth of decisional law in

varying contexts, centers primarily on the right of control. Accordingly, I agree with

the central thrust of Defendant’s argument as to the appropriate law. But I 

disagree with Defendant’s application and conclusion. 

For his part, Centrella does not meaningfully contest Defendant’s use of a 

“control” test.104 Instead, Centrella argues that even viewed under that test, VM 

employed him. I agree. 

The facts here compel me to conclude that VM controlled Centrella and was 

his employer. By contract, VM provided services to VI. To that end, VM was 

“‘staffed with personnel . . . that have the required qualifications, skills, and care to 

provide’ the services required by V[I]” and “Avantor more broadly.”105 This 

included, then, staffing VM with employees necessary to provide “Business 

104 Dkt. 109, Plaintiff’s Post-Trial Reply Br. (“Pl’s RB”) at 9–10. 

105 Def’s Interrogatories at 20 (quoting Service Agreement). 
24

Development Services” to VI for VI and Avantor’s benefit.106 Centrella was one 

such employee. 

VM dominated Centrella’s hiring process.

107 After which, Centrella left his 

previous employer, Repligen Corporation, where he was employed as its “Vice 

President Business Development and Strategy.”

108 As a skilled VM employee,

Centrella provided “Business Development Services” to VI under the Service 

Agreement for VI and Avantor’s benefit. In doing so, Centrella reported to, and his 

employment was principally controlled by, other VM employees—who, like him, 

provided services for VI and Avantor’s benefit. 

VM employed at least two of the three individuals that interviewed Centrella 

during his hiring. Although not a common paymaster, VM paid Centrella’s salary

106 Compare id., with Service Agreement at 9.

107 VM employed at least two of the three individuals that interviewed Centrella 

during the hiring process—Brophy and Szlosek—and VM served as the payroll entity for 

the third interviewer. Defendant’s own proposed findings of fact provide that Szlosek “was 

responsible for several categories of services on Exhibit A of the Service Agreement . . . .” 

Def’s FoF ¶ 23. But, under the Service Agreement, VM is the entity obligated to provide 

the services set forth on Exhibit A. See Service Agreement. As the one “responsible” for 

those services, it follows that Szlosek was a VM employee or agent. Likewise, Brophy’s 

employment agreement, bearing a signature by a VM representative, is clear that he was a 

VM employee. J8. As such, he was to “provide services to Avantor, Inc. and its various 

affiliates.” Id. And, lest there be any remaining question over whether VM employed 

Brophy, I note that Baker—Avantor, Inc.’s Deputy General Counsel for Corporate 

Matters—expressly agreed that VM employed Brophy. Baker Dep. at 61 (“Q. Mr. Brophy 

was an employee of V[M]; correct? A. Yes.”). And the parties agree that VM paid both 

Brophy and Szlosek’s wages. Stip. ¶ 16.

108 J119. What better way for VM to satisfy its contractual obligation to maintain 

appropriate staffing than to hire someone whose prior job title literally includes the name of 

the service he is being hired to provide? 
25

and appears on all of Centrella’s tax and payroll documents as his employer. VM 

reimbursed Centrella for business expenses, provided Centrella with equipment,109

and appears as his employer on a host of other internal documents—including 

expense reports and his employee benefits documentation.

As noted, Centrella reported directly to VM employees—Brophy and 

Szlosek—who monitored and controlled almost every aspect of his work, 

employment, and compensation adjustments and who conducted his year-end 

evaluations.

Accordingly, and construing the plain meaning of the Bylaws’ use of the term 

“employee” broadly as intended, I conclude that Centrella was a VM “employee.” 

Indeed, whether it was his burden or not, Centrella has presented evidence making 

this unequivocally clear. Frankly, it does not matter whether I use a functional or 

technical test here since, under either test, the evidence in this case would compel 

me to conclude that VM employed Centrella. The preponderance of the evidence 

shows VM hired Centrella, paid Centrella, and had the right to control his job 

performance.110 This is enough to find that, even under Defendant’s proposed use of 

the “functional” Newton test, Centrella was VM’s employee. 

109 Cf. Wahl v. NACCO Materials Handling Grp., Inc., 1996 WL 769770, at *1 (Del. 

Super. Nov. 6, 1996) (“Where the employer furnishes valuable equipment for use by the 

employee in the activity in question, the relationship is invariably that of an employeremployee.”).

110 Neither party has presented clear evidence of whether VM had the right to 

terminate Centrella. Given the foregoing, it seems likely VM had that right, but I need not 
26

Defendant argues Avantor, Inc. employed Centrella or Centrella is estopped 

from denying he was employed by Avantor, Inc. because (1) he provided services 

that benefited the broader Avantor organization, not just VM or VI,111 (2) he 

reported to Szlosek and Brophy, (3) at his deposition, he did not know what services 

VM provided to VI, (4) he subjectively believed he was employed by Avantor, Inc., 

and (5) he represented in court filings that he was employed by Avantor, Inc. and

should be barred from denying his “judicial admissions”112 to that effect. 

reach that conclusion given the strength of the other considerations showing that VM 

employed Centrella. 

111 As noted above, Defendant’s sworn interrogatory responses show its 

understanding that VM’s relationship to VI is one designed to serve the broader Avantor 

organization—not just VI. That is, the interrogatory responses expressly augment the 

language of the Service Agreement to account for certain changes to VM’s role as it relates 

to the Service Agreement and services it provides thereunder following the 2017 merger 

with VWR Corp. The interrogatories provide the following: “V[M]’s operations and services 

are outlined in the Service Agreement, which states that V[M] is ‘staffed with personnel or 

has access to agents that have the required qualifications, skills, and care to provide’ the 

services required by V[I], and subsequent to the 2017 Merger required by Avantor more 

broadly.” Def’s Interrogatories at 20 (emphasis added) (quoting Service Agreement).

112 There seems to be some karmic irony housed in Avantor, Inc.’s attempts to 

enforce so-called judicial admissions, given Defendant’s own assertion in the very first 

sentence of its complaint in the Underlying Action that Centrella was “a former high-level, 

experienced, corporate officer . . . .” J110. Indeed, had I determined—as Centrella argued 

at the time—that such a statement in a court filing was a judicial admission, there would 

be no question that Centrella is entitled to advancement under the Bylaws. See December 

2022 Ruling at 18–21. I rejected Centrella’s argument at the summary judgment stage 

because “[t]he judicial admissions doctrine ‘does not apply to admitted legal conclusions.’” 

Id. at 19 (quoting Cox Commc’ns, Inc. v. T-Mobile US, Inc., 273 A.3d 752, 766 (Del. 2022)). 

This extends to interpretation of unambiguous contract text as an issue of law. Id. at 19–20

(citing Sunline Com. Carriers, Inc. v. CITGO Petroleum Corp., 206 A.3d 836, 847 n.68 (Del. 

2019)). Although my prior ruling addressed the Bylaws’ references to “officer,” these

principles, in turn, seem applicable here too. Indeed, Defendant specifically objected to one 

of Centrella’s interrogatories on the basis that determining whether there is an 

“employer/employee relationship between Centrella and any Avantor subsidiary . . . is an 

issue of law.” Def’s Interrogatories at 7. 
27

These arguments fail for a simple reason. And it is a painfully simple reason. 

They fail because whether Avantor, Inc. employed Centrella is not dispositive of 

whether VM also employed him. The paradigmatically broad language in the 

Bylaws extends advancement rights to VM employees made party to a proceeding

by reason of their employment. Full stop. As Centrella notes, there is “no express 

or implied exception”113 to this obligation, nor is it conditioned on a person being 

exclusively employed by an Avantor, Inc. subsidiary. This means that I need not 

decide which entity, as between Avantor, Inc. and VM, employed Centrella to 

determine whether he is a covered person under the Bylaws.

114 I need only decide if 

113 Pl’s RB at 1.

114 As an aside, framing the issue as between one entity or another assumes the nonexistence of “fairly common” joint employment arrangements. Ruffin, 437 A.2d at 1123 

(quoting 1C Larson, Workmen’s Compensation Law, § 48.40 (1980)). But even if I were 

forced to decide this artificial question—as between Avantor, Inc. and VM—I would find 

that VM employed Centrella and Avantor, Inc. did not. Deciding as between Avantor, Inc. 

and VM is analogous to the context in which the Newton test is conventionally applied. 

But, as the foregoing makes clear, almost every factor in the Newton test points to VM as 

having employed Centrella. Moreover, when deciding as between two entities, if neither 

“can satisfy all of the” factors in the Newton test, then “the determinative factor of an 

employment relationship is ‘who had the right to control . . . .” Wahl, 1996 WL 769770, at 

*1. Here, I have already explained why VM satisfies at least three of the four factors in the 

Newton test—each to the presumptive exclusion of Avantor, Inc.’s involvement. And, as I 

concluded above, VM clearly had the right to control Centrella’s job performance. By 

contrast, Avantor, Inc. has no payroll employees. Indeed, even its CEO is paid by VM. It is 

not clear whether Avantor, Inc. was involved in Centrella’s hiring process or whether it had 

the right to terminate Centrella. And, to the extent Avantor, Inc. had any control over 

Centrella’s job performance, it only held that control jointly with VM. Defendant contends 

that subjective belief is of particular relevance to the employment inquiry. It seems notable 

then, at least relative to the arguments Defendant advances, that its own Deputy General 

Counsel for Corporate Matters agreed under oath that Avantor, Inc. did not employ 

Centrella “in any respect.” Baker Dep. at 44 (“Q. So [Avantor, Inc.] wasn’t the entity that 

employed [Centrella] in any respect, at least to the best of your knowledge? A. Correct.”). 

As for Centrella’s subjective belief, his email to Goldman—who appears to have self-
28

VM employed Centrella—there is a difference. Thus, even if I accept each of 

Defendant’s enumerated assertions as true, so what? The ultimate conclusion of 

those assertions—that Avantor, Inc. employed Centrella—is edentulous because it

does not show Centrella was not employed by VM.

115 The overwhelming weight of 

evidence—and certainly the preponderance of the evidence—shows VM employed 

Centrella. And as a former VM employee, Centrella remains entitled to 

advancement under the Bylaws if sued by reason of that employment. 

2. Avantor, Inc. Sued Centrella In His Official Capacity

“Under Delaware law, ‘[t]he “by reason of the fact” standard, or the “official 

capacity” standard, is interpreted broadly and in favor of indemnification and 

advancement.’”

116 “[I]f there is a nexus or causal connection between any of the 

underlying proceedings . . . and one’s official corporate capacity, those proceedings 

are ‘by reason of the fact’ . . . without regard to one’s motivation for engaging in that 

conduct.”117 “In advancement cases, the line between being sued in one’s personal 

capacity and one’s corporate capacity generally is drawn in favor of advancement 

identified as a joint employee of VI and Avantor, Inc.—leads me to conclude that, at least at 

some points throughout his employment, Centrella subjectively believed VM employed him.

115 Ordinarily, whether a person is employed by a specific entity might tend to 

support the conclusion he or she is not employed by another entity. As that relates here, 

any momentum Defendant might gain from that notion is abruptly halted by the mountain 

of evidence showing that VM employed Centrella. Thus, if Avantor, Inc. employed 

Centrella, it did so jointly with VM and not to VM’s exclusion. 

116 In re Genelux Corp., 2015 WL 6390232, at *4 (Del. Ch. Oct. 22, 2015).

117 Id. (quoting Tafeen, 888 A.2d at 214).
29

with disputes as to the ultimate entitlement to retain the advanced funds being 

resolved later at the indemnification stage.”118

Defendant argues it did not sue Centrella in the Underlying Action in a 

covered capacity (i.e., “by reason of” his employment). Instead, it asserts, it only 

sued him for alleged breaches of personal contracts on which equity grants were 

conditioned—not his employment—so Centrella is not entitled to advancement 

under the Bylaws. 

But the notion that the equity grants were not part of Centrella’s 

employment compensation or “inextricably intertwined” with his employment by 

VM belies reason.119 Indeed, the document Defendant puts forward as Centrella’s 

offer letter dedicates an entire section—the largest of the five sections in the 

letter—to describing the equity grants as “Additional Compensation.”

120 So suit 

over the agreements on which that “[c]ompensation” was provided seems 

inextricably tied up in Centrella’s employment.121

118 Mooney v. Echo Therapeutics, Inc., 2015 WL 3413272, at *7 (Del. Ch. May 28, 

2015) (quoting Holley v. Nipro Diagnostics, Inc., 2014 WL 7336411, at *8 (Del. Ch. Dec. 23, 

2014)).

119 Ephrat v. MedCPU, Inc., 2019 WL 2613281 (Del. Ch. June 26, 2019) (quoting 

Brown v. LiveOps, Inc., 903 A.2d 324 (Del. Ch. 2006)).

120 J9. 

121 Notably, the offer letter that Defendant puts forth alternates between its use of 

“Avantor” (which is how Defendant typically refers to the broader organization) and 

“Avantor, Inc.” Id. But it only uses the latter when referring to a particular equity 

incentive plan. Id.
30

Even a cursory review of the complaint in the Underlying Action makes this 

point evident.122 Therein, Avantor, Inc. alleges that “[b]y accepting his employment, 

and signing the . . . Agreement, Centrella expressly acknowledged that he agreed to 

be bound by the terms of the restrictive covenants . . . .”123 Moreover, Defendant 

sued Centrella to enjoin his use of confidential information that he acquired during 

his employment.

124 And, as is the case here, “[w]here the claims asserted against a 

defendant in an action are based on the misuse of confidential information that the 

122 Mooney, 2015 WL 3413272, at *5 (Del. Ch. May 28, 2015) (“[C]ourts often can 

determine whether the ‘by the reason of the fact’ requirement has been satisfied solely by 

examining the pleadings in the underlying litigation.” (quoting Holley, 2014 WL 7336411, 

at *8)).

123 J110 ¶ 46. 

124 Here, I am careful to note that the complaint in the Underlying Action defines the 

term “Avantor” in two separate places. On the first line, the complaint defines “Avantor” as 

the “Plaintiff Avantor, Inc.” Id. at 1. But that term is redefined a few paragraphs later to 

include Avantor, Inc.’s subsidiaries. Id. ¶ 5 (“Avantor, Inc. and its wholly owned 

subsidiaries are hereinafter referred to as (‘Avantor’).”). And so, when later referring to the 

capacity in which Centrella learned confidential information, the use of “Avantor” has the 

latter meaning. For example, the complaint provides that in “his roles at Avantor, 

Centrella was part of the ‘inner sanctum,’ and had access to significant, highly-confidential 

[sic] information about the competitive landscape.” Id. ¶ 11. And in the complaint’s prayer 

for relief, Defendant sought to enjoin Centrella’s use of “Avantor’s confidential 

information . . . .” Id. at 18–19. Indeed, each reference to the role or capacity in which 

Centrella was alleged to have learned confidential information is similarly tethered to 

“Avantor.” See id. ¶¶ 15, 34, 37, 47, 49. Thus, in the Underlying Action, Defendant sought 

to enjoin Centrella’s use of confidential information irrespective of whether he learned the 

confidential information as an Avantor, Inc. employee or a VM employee. See generally

Stip. ¶¶ 5–6. And I am frankly not certain one could draw anything other than an artificial 

distinction here—which seems particularly inappropriate in advancement cases—given the 

nature of the two entities’ relationship.
31

defendant learned in his or her official corporate capacity, that action qualifies as 

being asserted ‘by reason of’ that corporate capacity.”125

Having brought suit to enjoin Centrella’s use of confidential information that 

he learned as a VM employee, and consistent with our law’s broad reading of the “by 

reason of” language, I conclude that Centrella was threatened to be made a party, 

or was made a party, to the Underlying Action by reason of his employment by 

VM.

126

125 Pontone v. Milso Indus. Corp., 100 A.3d 1023, 1052 (Del. Ch. 2014).

126 Avantor, Inc. cites a variety of cases. Each is either distinguishable or does not 

support Avantor, Inc.’s use of it. Parks v. Horizon Holdings, LLC, addressed a conflicts of 

law question on cross-motions for partial summary judgment arising from a contractual 

non-solicitation provision entered during the sale of a business. 2022 WL 2821337 (Del. Ch. 

July 20, 2022). It does not arise from the advancement context in which the “by reason of” 

language holds legal significance and is interpreted broadly in favor of advancement. Id. 

Brick v. Retrofit Source, LLC, although an advancement case, was brought pursuant to a 

limited liability company agreement which purported to extend advancement to officers of a 

holding company’s subsidiary but gave the holding company’s board “sole discretion” over 

whether to extend indemnification rights. 2020 WL 4784824 (Del. Ch. Aug. 18, 2020), aff’d, 

249 A.3d 386 (Del. 2021). The board used that discretion to deny advancement to the 

plaintiff—thus, the Court concluded the plaintiff was “not entitled to advancement in his 

capacity as an [Opco] officer.” Id. at *6. And since “there [was] no issue of disputed 

material fact that the proceedings for which [the plaintiff] claim[ed] advancement [were] 

solely by reason of the fact that he was [an officer] of Opco,” the Court concluded—as 

Defendant notes—that this was “not a covered capacity.” Id. at 7; Dkt. 103, Defendant’s 

Post-Trial Br. (“Def’s AB”) at 43. By contrast, here, the Bylaws extend mandatory 

advancement to Centrella as a VM employee, so he is a covered person. And, as a covered 

person who was sued by reason of his employment at VM, Centrella was sued in a covered 

capacity. Defendant’s further attempts to distinguish Ephrat v. MedCPU, Inc., are 

similarly infirm. Defendant quotes Ephrat for this Court’s denial of advancement and 

quotes the decision as follows: “allegations relat[ing] to competitive activities, including 

working for and soliciting customers on behalf of a [competitor] . . . did not allege any nexus 

or causal connection.” Def’s AB at 45 (quoting Ephrat, 2019 WL 2613281, at *8). But 

Defendant uses an ellipsis here to omit a critical sentence between the two portions quoted 

from Ephrat. That sentence explains why the Court did not award advancement for claims 

arising from the “competitive activities”—namely, that “[a]s alleged, Petitioners took these 

actions after they left medCPU, and did not use confidential information Petitioners 
32

Thus, I conclude that Centrella is an Indemnitee under the Bylaws.127 As an 

Indemnitee, Centrella is entitled to “be paid by [Avantor, Inc.] the expenses 

(including attorney’s fees) incurred in appearing at, participating in or defending 

any such proceeding in advance of its final disposition or in connection with a 

proceeding brought to establish or enforce a right to . . . advancement of 

expenses.”128 In other words, Centrella is entitled to mandatory advancement 

under the Bylaws. And, under the express terms of the Bylaws, the burden falls to 

Avantor, Inc. to show Centrella is not entitled to advancement.129 

obtained by reason of the fact of their positions with medCPU in doing so.” Ephrat, 2019 

WL 2613281, at *8. Frankly, this omitted text eviscerates Defendant’s articulation of the 

Court’s conclusion. And, contrary to Defendant’s argument, it shows Ephrat actually 

supports Centrella’s position that Avantor, Inc. sued him by reason of his employment with 

VM given its focus on his use of confidential information learned pre-separation. In further 

support of Centrella’s argument, after surveying cases on the issue, the Ephrat Court 

explained that it would “follow the weight of authority under LiveOps, Pontone, and 

Thompson, and conclude that medCPU’s allegations relating to post-separation use of 

confidential information learned pre-separation are ‘by reason of the fact’ of Petitioners’

positions.” Id. at *7. 

127 As a Hail Mary, Defendant asserts that “the relevant contracts were between 

Centrella and Avantor, Inc., not between Centrella and V[M].” Def’s AB at 43. But 

Defendant has failed to produce a single signed contract between Avantor, Inc. and 

Centrella. Even the PSA, which Defendant sought to enforce in the Underlying Action, is 

unsigned. Indeed, that PSA is an attachment to an email Michael Bernstein sent Centrella 

in January 2020 to sign and return. J110; J16. The PSA differs from the one Henson sent 

and states that it “is between Avantor, Inc., on behalf of itself and its affiliates (collectively, 

‘Avantor’) . . . and Marc Centrella (‘Associate’), who is or will be employed.” J16 (emphasis 

added). It then refers to the “Associate’s employment with Avantor” (not Avantor, Inc.) and 

includes a modification provision that is designed to address “[a]ny change of employer 

within Avantor (as defined above).” Id. (emphasis added).

128 Bylaws § 7.02. 

129 Id. § 7.03.
33

B. Centrella Is Entitled To Advancement For Fees And Expenses 

Incurred After Avantor, Inc.’s Voluntary Dismissal

Defendant next asserts that if the Court awards advancement to Centrella, 

the advancement should terminate after it dismissed its claims against him in the 

Underlying Action without prejudice.130 Defendant’s argument has two parts. In 

the first part, it asserts there is no continuing post-employment threat of litigation 

to Centrella.131 In the next part, it asserts any advancement for Centrella’s 

compulsory counterclaims in the Underlying Action should be cutoff because their 

130 Defendant asserts its claims were dismissed “as moot.” Defendant points to a 

stipulated order dismissing Defendant’s claims against Centrella after Waters withdrew its 

employment offer and after Defendant decided, “[b]ased on the discovery to date,” it “no 

longer has reason to believe” Centrella used confidential information. J121. As to 

mootness, one preambulatory clause provides that “Avantor represents that the claims for 

relief sought by its Complaint are now moot[.]” Id. But, rather than dismissing with 

prejudice, the order provides that “Avantor’s claims in the above-captioned action are 

hereby dismissed, without prejudice.” Id.

131 Defendant directs the Court to no case suggesting that one must remain under a 

continued threat of litigation to receive advancement. And, at least as used in the Bylaws 

themselves, being “threatened” to be made party to a proceeding by reason of serving at 

Avantor, Inc.’s request functions as one of several triggers giving rise to indemnification 

and advancement rights (subject to any necessary demand and undertaking). There is no 

meaningful dispute that Avantor, Inc. threatened Centrella with litigation after he 

informed his supervisors “that he was resigning in favor of” employment at Waters. Stip. ¶ 

19. Specifically, the parties agree that on “July 28, 2022,” Avantor, Inc. informed Centrella 

that it believed his plan to join Waters would “violate his contractual obligations,” which “it 

intended to vigorously enforce.” Id. ¶ 20. Although these events triggered Centrella’s right 

to advancement under the Bylaws on July 28, 2022 (again, subject to Centrella delivering a 

demand and undertaking), the Bylaws do not themselves suggest the right to advancement 

ends before the “final disposition” of the Underlying Action because the indemnitor 

dismisses its claims. The use of “final disposition” in Section 7.02 tracks the language in 8 

Del. C. § 145(e) and means “the final, non-appealable conclusion of a proceeding.” SunTimes Media Grp., 954 A.2d at 397. Here, the Underlying Action (a “proceeding” as defined 

in Section 7.01 and used in Section 7.02 of the Bylaws) has not reached its “final, nonappealable conclusion[,]” so this remains an action for advancement.
34

“defensive nature . . . ended” when Avantor, Inc. dismissed its claims in the 

Underlying Action.132

To support its argument that Centrella’s compulsory counterclaims are not 

asserted defensively and thus advancement should end as of its dismissal in the 

Underlying Action, Defendant cites what it refers to as “Delaware authorities

cutting off advancement for counterclaims asserted as a response to terminated 

claims for which advancement had been required.”133 None of the cases Defendant 

cites actually support that idea. Instead, they support a partially analogous idea 

related to the implications of amending claims against an indemnitee. Specifically, 

those cases show that “amendment can eliminate advancement obligations, but only 

if the amendment and the amending party’s representations alter the claim in a 

manner that assures the Court the plaintiff will not face litigation that triggers 

advancement obligations.”134

Even if I considered our courts’ treatment of this partially analogous 

circumstance as applicable here, Defendant—bearing the burden—still fails.135 I 

132 Def’s AB at 50. Defendant does not dispute that Centrella’s counterclaims in the 

Underlying Action are compulsory—it only suggests the counterclaims are not advanced to 

defeat or offset its claims after Defendant dismissed them without prejudice. See id.

133 Id. 

134 Carr v. Glob. Payments Inc., 2019 WL 6726214, at *8 (Del. Ch. Dec. 11, 2019)

(emphases added), aff’d, 227 A.3d 555 (Del. 2020).

135 See Bylaws § 7.03 (“In any suit brought by the indemnitee to enforce a right to 

indemnification or to an advancement of expenses hereunder . . . the burden of proving that 

the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under 

this Article VII or otherwise shall be on [Avantor, Inc.].”); see also Krauss, 2022 WL 665323, 
35

remain skeptical that Avantor, Inc.’s voluntary dismissal of its claims without 

prejudice adequately “assures the Court that” Centrella “will not face litigation that 

triggers advancement obligations.”136 Indeed, notwithstanding Defendant’s 

assertion that the durational terms of the relevant non-compete provisions it sought 

to enforce have since expired,137 the complaint’s prayer for relief in the Underlying 

Action makes multiple references to extensions of the non-compete period pursuant 

to “applicable tolling provisions” in the relevant agreements.

138 And Avantor, Inc. 

repeatedly has refused to agree not to reassert certain claims under those 

agreements against Centrella.139 

Even at oral argument, the most Avantor, Inc. could muster is that “[t]he

company is aware of no facts that would give rise to a claim. The company is not 

giving a release. It’s just not aware of any facts.”140 This is far afield from the clear 

assurances provided in the cases Defendant cites. For example, in Carr v. Global

at *4 (“When advancement is mandatory, the company carries the ultimate burden of 

proving that advancement is not required.”).

136 Carr, 2019 WL 6726214, at *8. 

137 Def’s AB at 48. Separately, Defendant attempts to use what it claims is the

expiration of the non-competes as a central basis for showing Centrella no longer faces a 

threat of litigation. But this suggests there is a negative inference that Centrella remained 

under such threat until at least the time of the non-competes’ alleged expiry—not, as 

Defendant argues, as of its dismissal of claims in the Underlying Action.

138 J110 at 18.

139 See id.; J130.

140 Dkt. 114, Post-Trial Oral Argument Tr. (“OA Tr.”) at 89.
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Payments Inc., after surveying the relevant cases on the issue, the Court permitted 

advancement to terminate as to the amended claim predicated on the use of 

confidential information learned during employment since the indemnitors “ha[d] 

removed the entire confidentiality cause of action and any indication of reliance 

upon it, and ha[d] agreed to forgo pursuit of such a claim now or later, in a manner 

that raise[d] a judicial estoppel against such an action in the future.”141 In Carr, 

the Court stated that “[i]t is significant to my decision that, in addition to their 

amendment, the [indemnitors] represented to me at argument that they will not

base their breach of contract claim on any misuse of confidential information.”142

In Defendant’s next case, Duthie v. CorSolutions Medical, Inc., the claims in 

the underlying action were “barred by principles of issue preclusion[,]” and the 

“defendants represented to the Court” that “they would not bring any further fraud 

claims in any forum.”143 

But this is an analysis that considers “substance as well as form[,]”

144 so even 

where an entity makes similar representations to a court, the court need not always 

agree that it is appropriate to terminate advancement. This is illustrated by 

Defendant’s third and final case on this issue, Mooney v. Echo Therapeutics, Inc. In 

141 Carr, 2019 WL 6726214, at *8.

142 Id. at *7.

143 Id. at *8 (emphasis added) (citing Duthie v. CorSolutions Med., Inc., 2009 WL 

1743650 (Del. Ch. June 16, 2009)).

144 Carr, 2019 WL 6726214, at *7 (quoting LiveOps, Inc., 903 A.2d at 329).
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Mooney, the Court granted advancement for fees incurred in defending against 

certain amended counterclaims and amended affirmative defenses notwithstanding 

the indemnitor’s “represent[ation] that it is not pursuing any official capacity claims 

against [the indemnitee] and will not do so.”145

Here, to the extent this line of cases is applicable to this context—which 

Defendant has not shown—the cases seem to all include clear representations by 

the indemnitors that they will not bring advanceable litigation against the 

indemnitee.146 This is a representation Defendant refuses to make. 

Here, I pause to “reiterate that any doubts should be resolved in favor of 

advancement. The policy of Delaware favors advancement when it is provided for, 

with the Company’s remedy for improperly advanced fees being recoupment at the 

indemnification stage.”

147 Having considered the totality of circumstances relevant 

145 Mooney, 2015 WL 3413272, at *6.

146 I am especially wary of accepting Defendant’s assertion that these cases should 

be applied in equal force to the circumstances at issue here since these circumstances deal 

with advancing expenses arising from compulsory counterclaims. And, if asserted to defeat 

or offset the claims in the underlying action, compulsory counterclaims serve as the 

exception to the “general rule” that “offensive litigation is not advanceable.” Id. at *11. 

Defendant does not contest Centrella’s argument that his counterclaims were compulsory. 

Nor does it challenge the notion that, when Centrella first pled his counterclaims in the 

Underlying Action, Defendant had not yet dismissed its claims. Defendant also does not 

contest that at the time Centrella first asserted the counterclaims, he did so to defeat or 

offset Avantor, Inc.’s claims against him. See Dkt. 99, Plaintiff’s Post-Trial Opening Br. 

(“Pl’s OB”) at 26–27; see also November 2023 Ruling at 26–29. If raised, there might have 

been a question related to the timing of Centrella’s amendment to his counterclaims since 

Avantor, Inc. had dismissed its claims against him by that time. But Defendant does not 

raise this issue.

147 Mooney, 2015 WL 3413272, at *6.
38

to the issues here, even assuming the cases Defendant cites are properly applicable, 

I remain unassured that Avantor, Inc. will not refile advanceable claims against 

Centrella. Since Defendant agreed to carry the burden on this issue148 and has 

failed to do so, I must reject its arguments as a basis for depriving Centrella of 

advancement for post-dismissal fees and expenses incurred in the Underlying 

Action and in connection with his compulsory counterclaims. 

C. Centrella Is Entitled To Complete Fees On Fees

Avantor, Inc. next argues Centrella should only be awarded fees on fees 

proportional to the theories on which he succeeds in obtaining advancement. In 

other words, Defendant contends that, if Centrella made a legal argument that 

either did not pan out or was unnecessary to showing entitlement to advancement, 

the Court must dock his fees on fees for having made or lost the argument.

In Stifel Financial Corp. v. Cochran, the Delaware Supreme Court considered 

the issue of fees on fees.149 “Under Stifel Financial, if a corporation does not want 

to incur the obligation to pay ‘fees on fees,’ it must expressly preclude any such 

148 See Bylaws § 7.03.

149 809 A.2d 555, 561–62 (Del. 2002) (“Allowing indemnification for the expenses 

incurred by a director in pursuing his indemnification rights gives recognition to the reality 

that the corporation itself is responsible for putting the director through the process of 

litigation. Further, giving full effect to § 145 prevents a corporation from using its ‘deep 

pockets’ to wear down a former director, with a valid claim to indemnification, through 

expensive litigation. Finally, corporations will not be unduly punished by this result. They 

remain free to tailor their indemnification bylaws to exclude ‘fees on fees,’ if that is a 

desirable goal.”).
39

right.”150 “This Court has recognized that Stifel Financial supports an award of fees 

for the successful prosecution of advancement claims as well.”151 And indeed, the 

policy bases set forth in Stifel Financial are “no less applicable to the advancement 

right than to the indemnification right.”152

Taken together, “under Stifel Financial and its progeny, ‘fees on fees’ are an 

inherent right of the party materially successful in asserting a claim for 

indemnification or advancement unless the corporation, as it may, chooses to 

[expressly] deny that right.”153

Here, far from including an express opt-out from fees on fees, the Bylaws 

expressly provide fees on fees to the “fullest extent permitted by law” if an 

Indemnitee is “successful in whole or in part” in asserting a claim for advancement 

under Section 7.02.154 In other words, opposite an express opt-out from the default 

rules governing fees on fees, Avantor, Inc. included an express opt-in to a fees on 

fees obligation. Even where an indemnitee is only successful “in part[,]” the Bylaws 

provide that he is “entitled to be paid” the “expense of prosecuting” such suit.155 

150 Weaver v. ZeniMax Media, Inc., 2004 WL 243163, at *7 (Del. Ch. Jan. 30, 2004) 

(emphasis added).

151 Id. at *6. 

152 Id.

153 Id. at *7. 

154 Bylaws § 7.03.

155 Id. 
40

This language leaves no question that even a partially successful action by 

Centrella for advancement under Section 7.02 obligates Avantor, Inc. to pony up. 

Further still, Centrella is entirely successful on his claim for advancement, so, even 

under the default rules governing fees on fees, a partial award would not be 

justified. Accordingly, Centrella is entitled to a full award of fees on fees.156

But Avantor, Inc.’s argument that Centrella should only recover fees on fees 

proportional to the success of the respective theories on which he prevails fails for 

another reason. Namely, our law is not concerned with which theory a party 

prevails on when it comes to apportioning fees on fees for varying levels of success. 

Instead, it is concerned with the actual success achieved. 

Consider, for example, an action in which an indemnitee seeks advancement 

on several different, independently sufficient theories. It seems that courts can, and 

often do, find one theory successful and see no need to address the other duplicative

156 Centrella asserts that, if awarded advancement in this action, he is also entitled 

to pre- and post-judgment interest. Defendant does not contest this. “In Delaware, 

prejudgment interest is awarded as a matter of right.” Pontone, 100 A.3d at 1058 (quoting 

Citadel Hldg. Corp. v. Roven, 603 A.2d 818, 826 (Del.1992)). “Prejudgment interest accrues 

at the legal rate set forth in 6 Del. C. § 2301(a) and is compounded quarterly.” Creel v. 

Ecolab, Inc., 2018 WL 5733382, at *10 (Del. Ch. Oct. 31, 2018); see also Sweeney v. Sweeney, 

2024 WL 3040424, at *14 n.172 (Del. Ch. June 18, 2024) (“Under Delaware law, where 

neither party submits evidence showing the appropriate rate of interest, the court typically 

awards 5% over the Federal Reserve discount rate compounded quarterly.”); Underbrink, 

2008 WL 2262316, at *19 & n.174. Thus, Centrella is entitled to pre-judgment interest at 

the legal rate provided in 6 Del. C. § 2301(a) compounded quarterly. Moreover, “Delaware 

courts routinely grant post-judgment interest in advancement cases.” Underbrink, 2008 

WL 2262316, at *19. So, I further grant Centrella “post-judgment interest on the full 

amount of the judgment, including that part comprised of pre-judgment interest, 

compounded quarterly at the legal rate under 6 Del. C. § 2301(a).” Id. (footnote omitted) 

(citing Brandin v. Gottlieb, 2000 WL 1005954 (Del. Ch. July 13, 2000)).
41

theories seeking the same relief. Must courts now evaluate the success of each

theory lest an indemnitee only be awarded fees on fees for the specific, narrow 

theory on which he officially prevailed? No. 

Indeed, such an absurd conclusion would countermand both the nature of 

advancement actions as summary proceedings and the high degree of deference 

afforded to the plight of an accused corporate servant forced to pay his litigation 

fees and expenses out-of-pocket. The policy supporting an award of fees on fees 

seems perhaps all the more relevant in instances where, as here, it is the servant’s 

indemnitor that has sought to prosecute claims against him. Accordingly, Centrella 

is entitled to a full award of fees and expenses incurred in prosecuting this action 

for advancement. 

III. CONCLUSION

For the foregoing reasons, Centrella prevails in full on his claims for 

advancement and fees on fees. “This Court routinely orders parties in advancement 

proceedings to follow the procedures set out in Danenberg v. Fitracks, Inc., 58 A.3d 

991 (Del. Ch. 2012).”157 This case is no exception. The parties are to confer 

157 Rhodes v. bioMerieux, Inc., 2024 WL 669034, at *14 (Del. Ch. Feb. 19, 2024); Id.

(“Under the Fitracks Procedures, the senior Delaware counsel for the party seeking 

advancements oversees the preparation of a detailed submission supporting the 

advancement request and certifies that the amounts sought fall within the scope of the 

advancement right. If the responding party objects, the senior Delaware counsel for the 

responding party oversees the preparation of a similarly detailed set of objections and 

certifies that those amounts fall outside the scope of the advancement right. After the 

exchange of written materials, the senior Delaware lawyers confer in good faith in an effort 

to resolve disputes without court involvement.” (quoting White v. Curo Texas Hldgs., LLC, 

2017 WL 1369332, at *1 (Del. Ch. Feb. 21, 2017))).
42

promptly on a form of order implementing this decision and include procedures 

consistent with the procedures set out in Fitracks.