1

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

TAMARA NOL,1solely in her capacity as )

Administrator of the ESTATE OF ERIC )

NOL, an individual, )

)

Plaintiff, )

)

v. ) C.A. No. N21C-01-177 SPL

)

VETZ INC.,2a Delaware Corporation, )

)

Defendant. )

Submitted: August 25, 2023

Decided: November 14, 2023

DECISION AFTER TRIAL

Jonathan M. Steadman, Esquire, ARMSTRONG TEASDALE, LLP, Wilmington, 

Delaware, Attorney for Plaintiff.

John V. Work, Esquire, LAW OFFICE OF JOHN V. WORK, Wilmington, Delaware, 

Attorney for Defendants.

LUGG, J.

1 Eric Nol died during the pendency of this action (D.I. 7) and, on February 8, 2022, 

this Court permitted Tamara Nol, Administrator of the Estate of Eric Nol, to be 

substituted as the plaintiff in this action. (D.I. 9). 

2 The original complaint, filed on behalf of Eric Nol as an individual, named Vetz, 

Inc. (“Vetz”), Steve Stewart, Robert Menendez, and Does 1 through 20 as 

defendants. (D.I. 1). During the May 9, 2023, pretrial conference, plaintiff’s counsel 

informed the Court that relief was no longer sought from Does 1 through 20, and 

they were removed from the caption of the case. (D.I. 18). Based upon the stipulated 

facts, evidence, and post-trial argument, only Vetz remains as a defendant. 
2

BACKGROUND

In January of 2017, Eric Nol invested $25,000 in MusicMarket, LLC 

(“MusicMarket”).3 In return, Steve Stewart, the Chief Executive Officer of 

MusicMarket issued Nol a “Convertible Promissory Note” (“Note”) dated January 

12, 2017.4 Under the terms of the Note, MusicMarket promised to “repay [Nol’s] 

investment or to convert the investment into equity in the company under certain 

identified circumstances.”5 Shortly after this transaction, MusicMarket converted to 

Vetz, Inc. (“Vetz”).6 The parties do not dispute that Vetz maintains the obligations 

under the Note issued by MusicMarket.

The Note provides:

FOR VALUE RECEIVED, MusicMarket LLC, a Delaware limited 

liability company (the “Company”) promises to pay to Eric Nol (the 

“Investor”), or its registered assigns, in lawful money of the United 

States of America the principal sum of Twenty-Five Thousand Dollars

($25,000), or such lesser amount as shall equal the outstanding 

principal amount thereof, together with interest from the date of this 

Convertible Promissory Note (the “Note”) on the unpaid principal 

balance at a rate equal to 9% per annum, computed on the basis of the 

actual number of days elapsed and a year of 365 days. To the extent 

not previously converted in accordance with Section 6 hereof, all 

unpaid principal, together with any then unpaid and accrued interest 

3

JX 1 at ¶ 1. At the June 5, 2023, bench trial, the parties presented the Court with 

Stipulated Facts (Joint Exhibit (“JX”) 1), the Convertible Promissory Note (JX 2), 

and Entity Details (JX 3). D.I. 21 (Civil Trial Activity Sheet) at 3.

4

Id.

5

Id. 

6

Id. at ¶ 2.
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and other amounts payable hereunder, shall be due and payable on the 

earlier of (i) the eighteen (18) month anniversary of the issuance date 

set forth above (the “Maturity Date”), or (ii) when, upon or after the 

occurrence of an Event of Default (as defined below), such amounts are 

declared due and payable by the Investor or made automatically due 

and payable in accordance with the terms hereof.7 

“Under the terms of the Note, the outstanding principal balance bore interest 

at the rate of 9% per annum, with the outstanding principal and all accrued interest 

due and payable . . . by July 18, 2018 (hereinafter referred to as the “Maturity 

Date).”8 Vetz has neither paid the principal balance and interest under the note nor 

converted any portion of the investment into equity of Vetz.9

On January 25, 2021, Nol filed a complaint alleging, among other things, a 

breach of the note by Vetz; this is the sole claim presently before this Court. The 

parties agreed to a bench trial and, on June 5, 2023, presented stipulated facts and 

exhibits to the Court.10

7

JX 2 at 1.

8

JX 1 at ¶ 3. 

9

Id. at ¶ 4. 

10 D.I. 21. 
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ANALYSIS

“Under Delaware law, the elements of a breach of contract claim are: (1) a 

contractual obligation; (2) a breach of that obligation; and (3) resulting damages.”11 

The parties do not contest the existence of a contractual obligation, a breach of that 

obligation, and damages.12 Rather, the parties dispute whether the Note required 

Nol to fulfill certain prerequisites before pursuing this action at law. The Court finds 

that it does not.

Nol contends that Vetz’s failure to pay the principal balance and interest on 

or after the Maturity Date, July 12, 2018, constitutes a breach of the contract and 

demands an award of damages “totaling $39,383.60 as of June 5, 2023.”

13

 Vetz, on 

the other hand, posits “the appropriate question is not whether there was a breach of 

contract, but rather, whether [Nol] has met the requirements under the contract to 

bring suit.”14 Vetz, citing paragraph 5 of the Note, argues that Nol failed to obtain 

the “written consent of a Majority in Interest of the Investors” and, thus, failed to 

satisfy a contractually necessary prerequisite to bringing this lawsuit.15 Nol responds

11 Interim Healthcare, Inc. v. Spherion Corp., 884 A.2d 513, 548 (Del. Super. 2005). 

The parties agree with this formulation of the elements of a breach of contract claim.

Pl. Op. Brf. at 3; Def. Ans. Brf. at 2-3.

12 Op. Brf. at 1; Ans. Brf. at 2.

13 Op. Brf. at 4. 

14 Ans. Brf. at 3. 

15 Id.
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that the provision cited by Vetz applies only to defaults “occurring prior to the 

Maturity Date of the Note” and does not apply here where Vetz failed to fulfill its 

obligation on or after the Note’s maturity.16 And, Nol asserts, even if the language 

cited by Vetz does apply, “the provision still cannot be enforced in the manner 

argued by the Defendants” because it presents contradictory provisions creating 

ambiguities in the agreement.17 Finally, Nol posits that Vetz’s theory would render 

the Note illusory “because it would require the borrower to give its consent to the 

lender before the lender could ever enforce its right to collect on the Note.”18

The Note rendered “all unpaid principal, together with any then unpaid and 

accrued interest and other amounts payable hereunder” due on July 18, 2018 (the 

Maturity Date) or “upon or after the occurrence of an Event of Default.”19 The 

disjunctive “or” created two situations under which Vetz would be obligated to repay 

Nol: (1) on or after July 18, 2018; or (2) upon occurrence of an Event of Default. 

Nol contends that Vetz failed to meet its contractual obligation when it failed to pay 

the value of the note on or after July 18, 2018. The Court agrees.

The Court finds that Nol was not required to secure the consent of a Majority 

16 Pl. Rply. Br. at 1-2.

17 Id. at 2-3. 

18 Id. at 3-4.

19 JX 2 at 1. 
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in Interest of the Investors to bring this action. To the extent that obligation exists 

under the Note, the Court finds it to apply to the second condition under which the 

note is due and payable – an “Event of Default.” While an “Event of Default” 

includes the failure to pay “when due any principal or interest payment on the due 

date hereunder,”20 this does not preclude Nol from asserting the first disjunctive 

obligation presented in the body of the note – payment due on the maturity date. The 

provisions of paragraph 5 of the note only apply to the second disjunctive obligation.

The Court finds this outcome consistent with the Note when read as a whole 

and declines Vetz’s invitation to constrain its assessment to only one of the 

disjunctive alternatives.

21

 “The meaning inferred from a particular provision cannot 

control the meaning of the entire agreement if such an inference conflicts with the 

agreements overall scheme or plan.”22 The principles guiding the construction and 

interpretation of contracts are well-established.23 The agreement must be read as a 

whole and the plain meaning of clear and unambiguous language must be applied.24

20 JX 2 at 3.

21 See GMG Capital Investments, LLC v. Athenian Venture Partners I, L.P., 36 A.3d 

776, 779 (Del. 2012) (Court will “give priority to the parties intentions as reflected 

in the four corners of the agreement” and “construe the agreement as a whole”).

22 Id.

23 Holifield v. XRI Investment Holdings LLC, 2023 WL 5761367, at *20-21 (Del. 

Sept. 7, 2023).

24 Id. at *21.
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The Court finds the Note’s overall plan afforded Vetz the opportunity to use 

Nol’s investment for 18 months; in return, Vetz was expected to pay that balance 

with interest or convert Nol’s investment into equity in the company. Prior to the 

Note’s maturity, Nol could assert a default and seek remedies subject to the 

provisions of paragraph 5 of the Note. But where, as here, Vetz simply declined to 

pay on, or well after, the maturity date, the provisions of paragraph 5 do not apply. 

Taken as a whole, this makes sense. The Note provided Vetz confidence in the 

integrity of Nol’s investment before it reached maturity; thereafter, the Note assured

Vetz’s repayment of Nol’s investment. 

CONCLUSION

Nol was not required to meet the prerequisites of paragraph 5 before pursuing 

this action at law to enforce the terms of the note. The Court’s conclusion rests on 

the unambiguous language of the Note, thus it need not address Nol’s arguments that 

the Note was ambiguous or illusory. The Court hereby finds in favor of Nol and 

against Vetz. Accordingly, judgment is entered in favor of Nol in the agreed upon 

amount of $39,383.60 as of June 6, 2023.

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IT IS SO ORDERED.

____________________________

Sean P. Lugg, Judge

25 JX 1 at 2.