COURT OF CHANCERY

OF THE

STATE OF DELAWARE

BONNIE W. DAVID

MAGISTRATE IN CHANCERY

COURT OF CHANCERY COURTHOUSE

34 THE CIRCLE

GEORGETOWN, DE 19947

August 3, 2023

Jody C. Barillare, Esquire

Morgan, Lewis, & Bockius LLP

1201 Market Street, Suite 2201

Wilmington, Delaware 19801

David L. Finger, Esquire

Finger & Slanina LLC

One Commerce Center 

1201 N. Orange Street, 7th Floor 

Wilmington, Delaware 19801 

RE: PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

Dear Counsel:

Through this action, plaintiff PVH Polymath Venture Holdings Ltd. 

(“Plaintiff”) seeks to compel the production of books and records of defendant TAG 

Fintech, Inc. (“TAG,” or the “Company”) pursuant to 8 Del. C. § 220. In the interest 

of narrowing the issues in this summary proceeding, I write in advance of trial, 

currently scheduled for August 24, 2023, to address Plaintiff’s Motion In Limine to 

Bar Evidence Regarding Cyprus Law (the “Motion”). For the reasons explained 

below, the Motion is granted.1

1 The parties have agreed to submit this action to me for a final decision pursuant to Court 

of Chancery Rule 144(h). See Ct. Ch. R. 144(h) (“Subject to the approval of the Court, the 

parties may agree to submit any case or proceeding or any claim or issue in a case or 

proceeding to a Magistrate in Chancery for a final decision that shall not be subject to 

further judicial review.”).
PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

August 3, 2023

Page 2 of 7

Plaintiff sent the books and records demand at issue (the “Demand”) on 

January 12, 2023. Verified Compl. for Inspection of Books and Records

[hereinafter, “Compl.”], Dkt. 1, Ex. G. The Demand attached a Declaration,

executed by Abhishek Gupta in his capacity as “Director” of Plaintiff, stating that 

Gupta is authorized “to speak and represent on [Plaintiff’s] behalf for purposes of 

claims of stock ownership.” Demand at Ex. 1. On January 20, 2023, TAG rejected 

the Demand on several grounds, including “serious concerns” that Gupta lacked 

authority to make the Demand on behalf of Plaintiff based on “public information 

from the registration system of Cyprus, [Plaintiff’s] place of incorporation, 

indicat[ing] that there is only one director of [Plaintiff], an entity named Hamervate 

Limited.” Compl., Ex. H. Plaintiff responded that Hamervate Limited acts as trustee 

to nominally hold Gupta’s shares on his behalf and acts at Gupta’s sole direction, 

and that TAG has dealt directly with Gupta on numerous occasions, including when 

Plaintiff made its initial investment in the Company.

Plaintiff initiated this action through the filing of a Verified Complaint for 

Inspection of Books and Records (the “Complaint”) on May 8, 2023. On June 5, 

2023, TAG answered the Complaint, raising as an affirmative defense that the 

Demand is “invalid because Abhishek Gupta is neither a director nor an officer of 

Plaintiff and was not authorized by Plaintiff to make such demand on its behalf.” 
PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

August 3, 2023

Page 3 of 7

Def’s. Answer to Verified Compl. for Inspection of Books and Records at 17, Dkt. 

14. On June 22, 2023, in response to an interrogatory asking TAG to describe the 

factual basis for that defense, TAG stated that “Gupta’s name does not appear as a 

shareholder in TAG’s books and records” and “[h]e has not provided any document 

showing that he has been authorized to represent [Plaintiff], either in making a books 

and records demand upon [TAG] or initiating litigation against [TAG].” Pls.’ Mot. 

to Compel, Dkt. 22, Ex. C at 8.

The scheduling order entered in this action (the “Scheduling Order”) requires 

that “[a]ll discovery shall be completed” by June 29, 2023. Scheduling Order ¶ 3(f), 

Dkt. 21. It further provides that the parties shall “[e]xchange lists identifying

potential witnesses each party may introduce at trial through affidavit, if any,” by 

June 19, 2023, and “[n]o witness shall be included on either party’s final witness list 

in the [pre-trial order] who w[as] not included on at least one party’s witness list 

pursuant to paragraph (f) unless good cause is shown for including the new witness 

and the party seeking to include the new witness informed the other party as soon as 

reasonably practicable upon deciding to include the new witness.” Id. ¶¶ 3(d), 8.

2

2 The reference to “paragraph (f)” appears to be a typo intended to reference Paragraph 

3(d).
PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

August 3, 2023

Page 4 of 7

Nearly a month after the discovery deadline, on July 24, 2023, TAG produced 

to Plaintiff an expert opinion rendered by Chrysostomides & Co., LLC (the 

“Chrysostomides Opinion”), opining that the law of the Republic of Cypress requires 

a corporation’s directors to execute a formal board resolution in order to 

“competently” authorize litigation. On July 25, 2023, TAG filed a Notice of Foreign 

Law Pursuant to Chancery Rule 44.1, stating that TAG intends to introduce the 

corporate law of the Republic of Cyprus in this action, as reflected in the 

Chrysostomides Opinion. Dkt. 30. On July 26, 2023, Plaintiff filed the Motion, 

which seeks an order precluding TAG from introducing the Chrysostomides Opinion 

or other evidence regarding corporate law from the Republic of Cyprus.

Discovery deadlines are designed to “ensur[e] that parties provide discovery 

in a timely fashion, thereby avoiding trial by surprise and the prejudice that results 

from belated disclosure.” IQ Holdings, Inc. v. Am. Com. Lines Inc., 2012 WL 

3877790, at *1 (Del. Ch. Aug. 30, 2012). “Generally speaking, Delaware courts 

strictly adhere to discovery cut-off dates.” Id. In deciding whether late production 

justifies excluding evidence, the Court “‘must balance its duty to admit all relevant 

and material evidence with its duty to enforce standards of fairness and the Rules of 

Court.’” Id. (citing Concord Towers, Inc. v. Long, 348 A.2d 325, 326 (Del. 1975)). 
PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

August 3, 2023

Page 5 of 7

In summary books and records proceedings, deadlines are essential. To 

litigate efficiently under a summary schedule,3the parties need to cooperate with 

one another to tee up issues for resolution. There isn’t time for “overly aggressive 

litigation strategies”4and games of “gotcha.”

The Scheduling Order here precludes the parties from including witnesses in 

the pre-trial order who were not designated by June 19 absent good cause, and 

includes a discovery cutoff of June 29.5 TAG did not produce the Chrysostomides 

Opinion until July 24. TAG has not demonstrated good cause why it should be 

permitted to advance this opinion. TAG argues only that Plaintiff is not prejudiced 

because the Company “does not object to a deposition of the witness (as well as 

3 See Assignment Letter at 1, Dkt. 6 (“[A]ctions filed pursuant to 8 Del. C. § 220 are 

summary in nature. Accordingly, this court attempts to resolve them within ninety 

days . . . .”).

4 Pettry v. Gilead Scis., Inc., 2020 WL 6870461, at *30 (Del. Ch. Nov. 24, 2020), judgment 

entered, (Del. Ch. 2020). 

5 TAG’s position that the Scheduling Order does not impose deadlines for expert discovery 

or identification of witnesses is meritless. The discovery cutoff is not limited to fact 

discovery—it applies to “[a]ll discovery,” including expert discovery. Scheduling Order 

¶ 3(f). Further, TAG claims that “the only reference to a deadline to identify witnesses” 

applies to “witnesses each party may introduce at trial through affidavit, if any,” and the 

Scheduling Order “does not place a time limit when parties must disclose their full set of 

witnesses.” Defs.’ Resp. to Pl.’s Mot. in Limine to Bar Evidence Regarding Cyprus Law 

[hereinafter “Opp’n] ¶ 3, Dkt. 35. That is wrong—the Scheduling Order precludes the 

parties from adding witnesses (including expert witnesses) “who were not included on at 

least one party’s witness list [exchanged on June 19] . . . unless good cause is shown . . . .” 

Scheduling Order ¶ 8.
PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

August 3, 2023

Page 6 of 7

procuring a counter-expert), and Plaintiff has not explained why that is not feasible.” 

Opp’n ¶ 5. The issue is not whether Plaintiff has been prejudiced, but whether TAG 

has demonstrated good cause for ignoring the deadlines, and it has not.6 But to the 

extent prejudice matters, Plaintiff has already filed its opening pre-trial brief, and 

scrambling to retain a rebuttal witness and conduct additional expert depositions in 

advance of a trial that is three weeks away would be burdensome and prejudicial.

TAG also contends that its disclosure under Court of Chancery Rule 44.1 is 

timely because it was made prior to the pre-trial conference. See Opp’n ¶ 7 (citing 

Stuart v. U.S., 813 F.2d 243 (9th Cir. 1987), rev’d on other grounds, 489 U.S. 353 

(1989)). I disagree. In the context of the summary schedule, and in light of the 

Court-ordered deadlines, notice was not timely.7 The Motion is granted.

6 See S’holder Representative Servs. LLC v. Alexion Pharmaceuticals, Inc., C.A. No. 2020-

1069-MTZ (Del. Ch. Mar. 23, 2023) (ORDER) (“That [defendant] does not believe 

[plaintiff] would not be prejudiced (it would be) does not matter. Deadlines matter, and 

[defendant] missed the deadline for identifying [its expert] and the subject matter of his 

testimony. [Defendant’s] position that this Court has never stricken an expert report for 

being late is false.”); see also Encite LLC v. Soni, 2011 WL 1565181, at *5 (Del. Ch. Apr. 

15, 2011) (denying motion to amend scheduling order to extend expert deadlines where the 

“plaintiff ha[d] failed to demonstrate ‘excusable neglect,’ and the record d[id] not support 

a finding of good cause to modify the Scheduling Order”).

7 See Azarax, Inc. v. Syverson, 990 F.3d 648, 653 (8th Cir. 2021) (“A court evaluating the 

reasonableness of notice under [Rule 44.1] may consider ‘[t]he stage which the case had 

reached at the time of the notice, the reason proffered by the party for his failure to give 

earlier notice, and the importance to the case as a whole of the issue of foreign law sought 

to be raised.’”).
PVH Polymath Venture Holdings Ltd. v. TAG Fintech, Inc.,

C.A. No. 2023-0502-BWD

August 3, 2023

Page 7 of 7

Sincerely,

/s/ Bonnie W. David

Bonnie W. David

Magistrate in Chancery

cc: All counsel of record (by File & ServeXpress)