COURT OF CHANCERY 

OF THE 

STATE OF DELAWARE

JOSEPH R. SLIGHTS III

VICE CHANCELLOR

417 S. State Street

Dover, Delaware 19901

Telephone: (302) 739-4397

Facsimile: (302) 739-6179

Date Submitted: March 28, 2022

Date Decided: March 31, 2022

Lisa A. Schmidt, Esquire

Matthew D. Perri, Esquire

Richards, Layton & Finger, P.A.

920 North King Street

Wilmington, DE 19801

Daniel B. Rath, Esquire

Rebecca L. Butcher, Esquire

Jennifer L. Cree, Esquire

Landis Rath & Cobb LLP

919 Market Street, Suite 1800

Wilmington, DE 19801

Re: Level 4 Yoga, LLC v. CorePower Yoga, LLC, et al.

C.A. No. 2020-0249-JRS

Dear Counsel:

On March 1, 2022, the Court issued a post-trial Memorandum Opinion 

(the “Opinion”) in which it determined that Defendants, CorePower Yoga, LLC and 

CorePower Yoga Franchising, LLC (“CorePower”), breached an Asset Purchase 

Agreement (“APA”) with Plaintiff, Level 4 Yoga, LLC, by failing to close on the 

acquisition of Level 4’s assets as required by the APA.1 The Court awarded specific 

performance and damages. CorePower has appealed the Opinion and now moves 

1 D.I. 202. 
Level 4 Yoga, LLC v. CorePower Yoga, LLC, et al.

C.A. No. 2020-0249-JRS

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for a stay of the Court’s Final Order and Judgment pending appeal (the “Motion”).2 

Level 4 opposes the Motion.3

To decide whether a stay pending appeal is appropriate under Court of 

Chancery Rule 62 and Supreme Court Rule 32, the Court must: (1) make a 

preliminary assessment of the likelihood of success on the merits of the appeal; 

(2) assess whether the petitioner will suffer irreparable injury if the stay is not 

granted; (3) assess whether any other interested party will suffer substantial harm if 

the stay is granted; and (4) determine whether the public interest will be harmed if 

the stay is granted.4 When assessing the likelihood of success on appeal, the court 

considers whether the appeal raises “a substantial question that is a fair ground for 

litigation and . . . more deliberative investigation.”5 With that said, the first Kirpat 

factor “cannot be interpreted literally or in a vacuum when analyzing a motion for 

2 See D.I. 203 (Motion for Stay Pending Appeal); D.I. 208 (Final Order and Judgment); 

D.I. 212 (Notice of Appeal). 

3 D.I. 209. 

4 Kirpat, Inc. v. Del. Alcoholic Beverage Control Comm’n, 741 A.2d 356, 357 (Del. 1998).

5

Id. at 358. 
Level 4 Yoga, LLC v. CorePower Yoga, LLC, et al.

C.A. No. 2020-0249-JRS

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stay pending appeal.”6 This is because a “literal reading of the ‘likelihood of success 

on appeal’ standard ‘would lead most probably to consistent denials of stay motions, 

despite the immediate threat of substantial irreparable injury to the movant,’ because 

the trial court would be required first to confess error in its ruling before it could 

issue a stay.”7 “[A] more reasonable approach to this issue is to balance all of the 

equities involved in the case together.”8 If “the other three factors strongly favor 

interim relief, then a court may exercise its discretion to reach an equitable resolution 

by granting a stay. . . .”

9

As for the preliminary assessment of the merits of the appeal, I note that the 

lion’s share of the Court’s post-trial findings were factual, not legal, and thus are 

entitled to more deferential review on appeal.10 Nevertheless, the Court did engage 

in the construction of certain provisions of the APA, the results of which are subject 

6

Id.

7

Id.

8

Id.

9

Id.

10 Hudak v. Procek, 806 A.2d 140, 153 (Del. 2002).
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C.A. No. 2020-0249-JRS

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to de novo appellate review.11 For this reason, I am satisfied that the appeal presents 

a “fair ground” for further review.12 

More importantly, I am satisfied that CorePower is at risk of suffering 

irreparable harm if the Motion is not granted. The Court’s decree of specific 

performance requires that CorePower forthwith pay for and then receive thirty-four 

(34) yoga studios from Level 4. This includes assuming the property leases where 

the studios operate, contracts with vendors supporting the studios and contracts or 

other arrangements with employees working at the studios. In the event the appeal 

is successful, CorePower would have assumed these obligations when it was not 

legally obliged to do so. Yet it will be difficult, if not impossible, to unwind those 

obligations or to determine an amount of damages that would adequately 

compensate CorePower for having to accept (and integrate) assets and liabilities it 

was not legally obligated to take on in the first place. 

11 Grand Ventures, Inc. v. Whaley, 632 A.2d 63, 66 (Del. 1993). 

12 Kirpat, 741 A.2d at 358.
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On the other hand, no other party will suffer substantial harm if the stay is 

granted, assuming the Court adheres to the constitutional directive that the Court 

require the appellant to “give sufficient security.”13 The Court already has awarded 

Level 4 damages caused by CorePower’s refusal to close, as well as pre- and postjudgment interest. Because “sufficient security” “shall ordinarily equal such sum of 

money [as awarded in the judgment to be stayed] and all costs and damages, 

including damages for delay,”14 the Court may address the harm to Level 4 caused 

by the continuation of its role as steward of CorePower’s assets during the pendency 

of the appeal by directing that the supersedeas bond include amounts that will 

compensate Level 4 for these additional delay damages.15 I address the amount of 

the bond below. 

13 Del. Const. art. IV, § 24. See also Supr. Ct. R 32(c) (restating the constitutional 

requirement that “sufficient security” be posted when the court grants a stay of execution 

of a judgment pending appeal); Wiland v. Wiland, 549 A.2d 306, 308 (Del. 1998) (holding 

that the appellant most post sufficient security to justify a stay of execution of a judgment 

entered against it). 

14 Supr. Ct. R 32(c)(ii) (emphasis added).

15 CorePower has asked that any security take the form of a cash escrow. Because the 

parties are unlikely to agree on the parameters of any such escrow, as evidenced by their 

failure to agree on such parameters thus far, I am satisfied that the more prudent approach 
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C.A. No. 2020-0249-JRS

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The final Kirpat factor–– whether the public interest will be harmed if the stay 

is granted––is not implicated here. This case involves a “dispute between private 

parties” that does not “invoke significant public policy interests.”16

As for the amount of the supersedeas bond, Level 4 has presented credible, 

and essentially unrebutted, evidence that its projected post-judgment delay damages 

during the pendency of the appeal will amount to $4,852,585. These damages were 

calculated by Level 4’s damages expert, Jeffrey Mordaunt, whom the Court found 

to be credible, utilizing a damages methodology that the Court has also found to be 

credible.17 Those damages, coupled with the amount of the judgment, interest and 

costs, total $40,459,398. CorePower shall post a conforming supersedeas bond in 

that amount payable to Level 4. Upon posting of the bond, and approval of the 

to assure sufficient security is to require CorePower to post a supersedeas bond in the form 

prescribed in Official Form J of the Supreme Court Rules. See Supr. Ct. R 32(c)(iii).

16 Stream TV Networks, Inc. v. SeeCubic, Inc., 2021 WL 5816820, at *5 (Del. Ch. Dec. 8, 

2021).

17 D.I. 209 (Exs. A & B). 
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C.A. No. 2020-0249-JRS

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Court, execution upon the Court’s Final Order and Judgment shall be stayed pending 

appeal.18 

Finally, I note that Level 4 has requested that the Court revisit whether to 

address the length of the non-compete obligation imposed by the APA as a condition 

to granting the Motion. Supreme Court Rule 32(a) authorizes the trial court to 

“impose such terms and conditions [with respect to the stay] as may appear 

appropriate in the circumstances.”19 The APA requires designated Level 4 principals 

to refrain from defined competitive activity for two years from the date of certain 

transaction Closings, as defined in the contract.20 Because all Closings prescribed 

in the APA will be further delayed by the appeal, Level 4 requests that the stay be 

conditioned upon the non-compete running from the date of the Closings, as 

contemplated by the APA. The Court declined to address this issue in its Final Order 

18 “Affirmance of [the] judgment on appeal fixes the liability of the surety on the 

supersedeas bond.” Levien v. Sinclair Oil Corp., 1975 WL 1952, at *5 (Del. Ch. 1975). 

19 Supr. Ct. R 32(a). 

20 JX 149 (APA § 5.6.1). 
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and Judgment because the issue had not been properly joined for decision.21 To 

avoid “substantial harm” to Level 4, however, it is appropriate to address the 

“Restrictive Period,” as defined by the APA, at least to some extent, by conditioning 

the stay upon a declaration that the Restrictive Period began to run no later than the

date of the Court’s verdict—March 1, 2022.22 

In summary, the Motion is GRANTED. As a condition of the stay pending 

appeal, CorePower shall post a conforming supersedeas bond payable to Level 4 in 

the amount of $40,459,398. As a further condition of the stay pending appeal, the 

Court declares that the Restrictive Period in the APA began to run no later than the 

date of the Court’s verdict.

IT IS SO ORDERED.

Very truly yours,

/s/ Joseph R. Slights III

21 D.I. 208 (Final Order and Judgment ¶ 1 b.). 

22 This does not preclude an argument by Level 4 that the Restrictive Period began to run 

as of the Closings CorePower refused to attend. That argument may be advanced, if 

needed, should CorePower attempt to enforce the APA’s non-compete following an 

unsuccessful appeal.