COURT OF CHANCERY

OF THE

STATE OF DELAWARE

MORGAN T. ZURN

VICE CHANCELLOR

LEONARD L. WILLIAMS JUSTICE CENTER

500 N. KING STREET, SUITE 11400

WILMINGTON, DELAWARE 19801-3734

May 19, 2023

John A. Sensing, Esquire 

Potter Anderson & Corroon LLP

1313 North Market Street, 6th Floor 

Wilmington, DE 19899

A. Thompson Bayliss, Esquire

Abrams & Bayliss LLP

20 Montchanin Road, Suite 200

Wilmington, DE 19807

RE: Erin Page v. Village Practice Management Group, LLC,

 Civil Action No. 2022-0581-MTZ

Dear Counsel:

On April 27, 2023, after having asked the parties to submit supplemental 

briefing addressing the nonwaivable issue of subject matter jurisdiction,

1

I stayed 

this action pending the Delaware Supreme Court’s decision on Terrell v. Kiromic 

Biopharma, Inc. (Terrell II), C.A. 299,2022 (Del.).

2 On May 4, the Delaware 

Supreme Court issued its decision.

3

I have again reviewed the parties’

supplemental submissions and conclude that this matter should remain stayed

pending review and interpretation of the Village Practice Management Company,

LLC Management Incentive Plan (the “Plan”) under Section 4(d), by the 

“Committee,” as defined in the Plan.

4

 

The parties did not have the benefit of briefing Terrell II due to the linear 

nature of time, but I believe its application is straightforward.

5

 The Supreme Court

1 Docket Item (“D.I.”) 27.

2 D.I. 42.

3 Terrell v. Kiromic Biopharma, Inc. (Terrell II), 2023 WL 3237142, – A.3d – (Del. May 

4, 2023).

4 D.I. 6, Ex. 1 [hereinafter “Plan”] §§ 2(i), 4(d); Paolino v. Mace Sec. Int’l, Inc., 985 A.2d 

392, 397 (Del. Ch. 2009) (“This Court possesses the inherent power to manage its own 

docket, including the power to stay litigation on the basis of comity, efficiency, or simple 

common sense.”).

5 C.A. 299, 2022 (Del.).
Erin Page v. Village Practice Management Group, LLC,

Civil Action No. 2022-0581-MTZ

May 19, 2023

Page 2 of 4

held the Court of Chancery in Terrell v. Kiromic Biopharma, Inc. (Terrell I)

6

“properly stayed the action to permit the board’s committee to interpret the 

agreement and notice in the first instance.”

7

 The Delaware Supreme Court 

interpreted the relevant provision8in Terrell I as neither an arbitration provision, 

nor “squarely an expert determination” provision.

9

 The Supreme Court found “the 

Committee must be given the first opportunity to interpret [the provision]’s

scope.”

10

 

Here, the parties do not dispute that Section 4(d) is not an arbitration 

provision.11 Accordingly, Section 4(d)’s plain text dictates who decides its 

scope.12 Delaware courts interpret contract terms according to their plain, ordinary 

meaning,

13 and “attempt to give meaning and effect to each word in a contract, 

assuming that the parties would not include superfluous verbiage in their 

agreement.”14 Section 4(d) provides:

6 2022 WL 3083229 (Del. Ch. Aug. 2, 2022). I will refer to Terrell v. Kiromic 

Biopharma, Inc., 2022 WL 175858 (Del. Ch. Jan. 20, 2022) and its implementing order, 

Terrell v. Kiromic Biopharma, Inc., 2022 WL 3083229 (Del. Ch. Aug. 2, 2022), together 

as “Terrell I.”

7 Terrell II, 2023 WL 3237142, at *1; id. at *6.

8

Id. at *4 (“Our analysis necessarily begins with the text of Section 15.1, which, in its 

entirety, reads: [‘]Interpretation. Any dispute regarding the interpretation of this 

Agreement shall be submitted by Optionee [Terrell] or the Company to the Committee 

for review. The resolution of such a dispute by the Committee shall be final and binding 

on the Company and Optionee.[’]” (emphasis omitted)).

9

Id. at *6 (internal quotation marks and footnotes omitted).

10 Id.

11 E.g., D.I. 33 at 7; D.I. 37 at 4.

12 Terrell I, 2022 WL 175858, at *5–6.

13 Alta Berkeley VI C.V. v. Omneon, Inc., 41 A.3d 381, 385 (Del. 2012).

14 Zimmerman v. Crothall, 62 A.3d 676, 691 (Del. Ch. 2013) (citing NAMA Hldgs., LLC 

v. World Mkt. Ctr. Venture, LLC, 948 A.2d 411, 419 (Del. Ch. 2007)).
Erin Page v. Village Practice Management Group, LLC,

Civil Action No. 2022-0581-MTZ

May 19, 2023

Page 3 of 4

Interpretation. Except as otherwise expressly provided in the Plan, the

Committee shall have all powers with respect to the administration of 

the Plan, including, without limitation, full power and authority to 

interpret the provisions of the Plan and any Award Agreement, and to 

resolve all questions arising under the Plan. All decisions of the 

Committee shall be conclusive and binding on all persons.15

Section 2(i) defines “Committee” as “the committee appointed by the Board in 

accordance with Section 4(a), or, where no such committee is appointed, the 

Board.”

16

 Section 4(d) delegates “full power and authority” to the defined 

“Committee” “to interpret the provisions of the Plan and any Award Agreement, 

and to resolve all questions arising under the Plan.”17

Having come to the same conclusion in Terrell II, the Delaware Supreme 

Court instructed that this Court must retain subject matter jurisdiction and stay the 

matter until the Committee “interpret[s] the provisions of the Plan and any Award

Agreement, and to resolve all questions arising under the Plan” raised by the

plaintiff’s complaint.

18

 This Court must then afford an opportunity for review of 

the Committee’s legal determinations.

19

I will therefore STAY this action until the Committee interprets the Plan:

(a) to determine the Committee’s scope of authority; and (b) if the Committee 

decides it has the authority, to determine (i) whether the “Detrimental Activity 

Provision”

20 governs the plaintiff’s employment after her employment with the 

defendant is terminated (“post-employment activities”)

21; (ii) whether the 

plaintiff’s prospective employer, Lightbeam Health Solutions, is a “Competitor”

22; 

15 Plan § 4(d) (emphasis omitted).

16 Id. § 2(i) (emphasis omitted).

17 Id. § 4(d).

18 Id.

19 Terrell II, 2023 WL 3237142, at *9.

20 Plan §§ 2(n), 8(b).

21 D.I. 1 [hereinafter “Compl.”] ¶ 57(a).

22 Plan § 2(l).
Erin Page v. Village Practice Management Group, LLC,

Civil Action No. 2022-0581-MTZ

May 19, 2023

Page 4 of 4

(iii) whether the plaintiff remains the holder of her “Class B Units”

23; and (iv)

whether the defendant has any basis under the Plan to cancel any of the plaintiff’s 

Class B Units.24 

The parties should inform the Court when the Committee makes its decision

by a joint letter. At that time, the parties should confer on a scheduling order for 

this Court’s subsequent review in accordance with Terrell II. It is the Court’s 

preference that the parties attach to the joint letter a stipulated proposed scheduling 

order. If the parties cannot agree on a schedule, they should each attach a proposed 

scheduling order and I will select one. IT IS SO ORDERED.

Sincerely,

/s/ Morgan T. Zurn 

Vice Chancellor

MTZ/ms

cc: All Counsel of Record, via File & ServeXpress 

23 Id. § 2(g).

24 Compl. ¶ 57.