COURT OF CHANCERY OF THE STATE OF DELAWARE

J OSEPH R. S LIGHTS III V ICE C HANCELLOR 417 S. State Street Dover, Delaware 19901 Telephone: (302) 739

- 4397 Facsimile: (302) 739

- 6179 Date Submitted: February 1, 2018 Date Decided: May 1 , 2018

Thad J. Bracegirdle, Esquire John L. Reed, Esquire Scott B. Czerwonka, Esquire Derrick B. Farrell, Esquire Wilks, Lukoff & Bracegirdle, LLC DLA Piper LLP (US) 4250 Lancaster Pike, Suite 200 1201 North Market Street, Suite 2100 Wilmington, DE 19801 W ilmington, DE 19801 William D. Johnston, Esquire Tammy L. Mercer, Esquire Young Conaway Stargatt & Taylor, LLP 1000 King Street Wilmington, DE 19801
Re: Eames v. Quantlab Group GP, LLC C.A. No. 2017

- 0792

- JRS
Dear Counsel:
This case concerns the de jure management of Quantlab Group, LP (“Quantlab LP”), a Delaware limited partnership

. Prior to November 6, 2017, Quantlab LP’s sole general partner was Quantlab Group GP, LLC (“Quantlab GP”)

. On November 6 , 2017, a voting t rustee , acting by written consent on behalf of approximately 96% of Quantlab LP’s voting limited partnership interests , purportedEames v. Quantlab Group GP, LLC

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to add Quantlab Group GP II, LLC (“Quantlab GP II”) as a general partner of Quantlab LP and then remove Quantlab GP from its position as general partner.
Under Quantlab LP’s limited partnership agreement (the “LPA”) , 1 Quantlab LP’s general partner may be removed without cause only if at least one
other general partner remains , and the addition o f a new general partner requires the

conse nt of the then

- acting general partner. With these requirements in mind, simultaneous with the voting trustee’s actions, Plaintiff , Bruce Eames, acting as a manager of Quantlab GP, purported to consent to Quantlab GP II ’s addition as a general partner of Quantlab LP so that a general partner would remain upon Q uantlab GP’s subsequent removal

. Plaintiffs claim that, b y virtue of these actions , Quantlab GP II is now Quantlab LP’s sole general partner

. The same day the se written consents were executed, Plain tiffs filed this action
under 6 Del. C. § 17

- 110 to confirm that (1) Quantlab GP was removed as general partner of Quantlab LP and (2) Quantlab GP II was admitted as general partner of Quantlab LP and rightfully serves in that capacity. On December 14, 20 17,
Defendant moved for partial summary judgment on the ground that Quantlab GP II ’s

1 The operative LPA is the Fourth Am endment and Complete Restatement of the Agreement of Limited Partnership o f Quantlab Group , LP, a Del aware Limited Partnership. See Verified Compl. (“Compl.”) , Ex. 1.Eames v. Quantlab Group GP, LLC

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addition as general partner was invalid under the clear and unambiguous terms of
the LPA , such that Quantlab GP remains Quantlab LP’s sole general partner. 2
Defendant ’s motion must be granted

. Under the unambiguous terms of the
LPA , it was necessary to admit a second general partner before Quantlab GP could
be removed , and admitting a new general partner required Quantlab GP’s consent.
N o such consent was obta ined ; Quan tlab GP d id not agree in advance to the v oting

t rustee’s actions by virtue of signing the voting trust agreement giving the trustee his authority and Eames , in his capacity as a Quantlab GP manager, lacked unilateral authority to consent to Quantlab GP II’ s addition as general partner of Quantlab LP.
Because Quantlab GP II was not properly admitted as general partner of Quantlab
LP , Quantlab GP could not be removed as general partner. Accordingly , Quantlab
GP remains the sole general partner of Quantlab LP.

2 Defendant’s motion is styled “Motion for Partial Summary Judgment.” Def. Quantlab Group GP, LLC’s Opening Br. in Supp. of its Mot. for Pa rtial Summ. J. (“Def.’s Opening Br.”). Granting Defendant’s motion, however, would determine the rightful management of Quantlab LP, the sole issue presented in Plaintiffs’ verified complaint, and moot Defendant’s equitable arguments. See id. 2 n.2. Sinc e I grant Defendant’s motion, I need not (and decline to) address Defendant’ s equitable arguments.Eames v. Quantlab Group GP, LLC

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I. BACKGROUND In accordance with Court of Chancery Rule 56(c), I have drawn the facts from the pleadings , uncontested facts in the parties’ submissions , and materials presented
in connection with the motion

. Unless otherwise indicated, I have determin ed that the following facts are undisputed.
A. Parties and Relevant Non
- Parties Plaintiffs, Bruce P . Eames and Andrey Omeltchenko, are limited partners of Nominal Defendant, Quantlab LP , a Delaware limited partnership headquartered in
Houston , Texas. 3 Plaintiffs hold Quantlab LP Class A limited partnership interests , which are Quantlab LP’s only limited partnership interests entitled to vote on the admission and removal of general partners

. 4 Eames also serves as a manager of Quantlab GP

. 5

3 Compl. ¶ 1.

4 Compl. ¶¶ 1

– 3; s ee Transmittal Aff. of Ethan H. Townsend, Esq. (“Townsend Aff.”), Ex. B ( LPA) §§ 5.3, 5.4. Quantlab LP “currently has the following outstanding classes of limited partnership interests: Class A, Class B, Class C, Class D, Class E, Class G

- 1 and Class G

- 2.” Compl. ¶ 1. In addition to the Class A limited partnership interests, Eames holds Class G

- 2 and Omeltchenko Class D and Class G

- 2 limited partnership interests. Id. ¶¶ 2

– 3; s ee also LPA, sched. A.

5 See Tr. of Oral Arg. Feb. 1, 2018 (“Tr.”) 7:6

– 14.Eames v. Quantlab Group GP, LLC

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Defendant , Quantlab GP , is a Delaware limited liability company. 6 It was
establish ed in 2008 for the sole purpose of serving as Quantlab LP’s general partner. 7
P rior to November 6, 2017, Quantlab GP had served as Quantlab LP’s sole general partner for approximately ten years

. 8 It also holds a 1% Class A limited partnership interest in Quantlab LP. 9 Quantlab GP has two members, Marco, LP (“Marco”) 10 and AVG Holdings, LP (“AVG”). 11

6 Compl. ¶ 4.

7 Townsend Aff., Ex. A (“LLC Agmt.”), pmbl. & § 2.5.

8 Compl. ¶ 4; Def.’s Opening Br. 20.

9 Compl. ¶ 4; LPA, sched. A.

10 Non

- party, W.E. Bosarge, Jr. (“Bosarge”) , and his family control Marco, which holds 75% of Quantlab GP’s membership interests. Def. Quantlab Group GP, LLC’s Mot. (1) to Compel Compliance With Dispute Resolut ion Procedures and Arbitration, and (2) for Status Quo Order in Aid of Same, Ex. F (“Bosarge Aff.”) ¶ 2; Tr. 41:10

– 15.

11 Tr. 41:10

– 15; see LLC Agmt., pmbl

. ; Townsend Aff., Ex. C (Amended and Restated Voting Trust Agreement (“VTA”)), pmbl. The Eames fami ly control s AVG, which holds 25% of Quantlab GP’s membership interests. VTA § 4.1 ( specifying Eames as the AVG representative). Quantlab GP’s LLC Agreement names “Marco, LLC” and “AVG Holdings, LLC” as its members. See LLC Agmt., pmbl . The record suggests that the Quantlab GP member entities are now Marco LP and AVG Holdings, LP. See Pls.’ Answering Br. in Opp’n to Def. Quantlab Gp. LLC’s Mot. for Partial Summ. J. (“Pls.’ Answering Br.”) 8; Tr. 41:10

– 15; VTA, pmbl

.Eames v. Quantlab Group GP, LLC

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Non

- party , Bo sarge , founded Quantlab LP in 1995 “for the purpose of becoming a world leader in high frequency trading. ” 12 Bosarge, and Bosarge family
entities , collectively hold 71.96% of Quantlab LP’s Class A limited partnership
interests

. 13 Bosarge is also a manager of Quantlab GP. 14
B. The Relevant Agreements The parties’ dispute over the rightful management of Quantlab LP implicates three contracts: Quantlab LP’s limited partnership agreement (the “ LPA ” ) , a voting trust agreement among certain of Quantlab LP’s limited partners (the “ VTA ” ) and Quantlab GP’s LLC agreement. 15 I discuss each in turn below.
1. The Limited Partnership Agreement Quantlab LP is governed by the LPA

. Pursuant to the LP A, Quantlab LP’s general p artner “shall be responsible for the exclusive management, operation and

12 Bosarge Aff. ¶ 1.

13 Compl. , Ex. A, at Ex. A; Bosarge Aff. ¶ 1.

14 Bosarge Aff. ¶ 2.

15 The parties disagree over the extent to which the VTA and LLC agreement are relevant to this dispute. See Pls.’ Answering Br. 8; Def. Quantlab Gp. GP, LLC’s Reply Br. in Further Supp. of its Mot. for Partial Summ. J. (“Def.’s Reply Br.”) 3

– 4; Tr. 32:3

– 35:12. I address these arguments below.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 7 control of the business and affairs of the Partnership.” 16 When more than one general
p artner is admitted, management authority is “joint and several.” 17 The LPA makes
clear that Quantlab LP’s limited p artners may “not take part in the management and

contr ol of the business” and may not “interfere[] in the management of the Partnership affairs.” 18
P ursuant to LPA § 5.3, “additional General Partners may be admitted only with the consent of all General Partners and the consent of a Super Majority in
Interest of the Limited Partners . . . .” 19 And p ursuant to LPA § 5.4 , “a General Partner may not be removed unless there is at least one remaining General Partner. ” 20

16 LPA § 5.2(a).

17 Id.

18 LPA §§ 5.11, 5.13. “Limited Partners” are defined as “Person(s) admitted to the Partnership as original, additional or s ubstituted Limited Partners . . . and includes both Class A Partners (other than the General Partner), Class B Pa rtners, Class C Partners, Class D Partners, Class E Partners [,] Class G Partners, and Partners holding any other class (or sub

- class thereof) of Partnership Interests created pursuant to this Agreement.” Id. § 1.88. Section 5.12(b) of the LPA also provides that “[e]xcept a s expressly provided in Section 5.12(a) or as required by the Act, the Limited Partners . . . shall have no right to vote o r otherwise participate in the management of the Partnership in respect of any Partnership Interest.” Id. § 5.12(b).

19 LPA § 5.3.

20 LPA § 5.4. If there is at least one remaining general partner, a “Super Majority in Interest of the Limited Partners” can remove a general partner. Id. “Super Majority in Interest of the Limited Partners” is defined as more than 80% of Class A

- 2 Intere sts. Id. § 1.136.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 8 “[I]f a General Partner is in material br each of any of its obligations” or commits “any act or omission of gross negligence, fraud or malfeasance to the injury of the Partnership,” however, it may be removed by a “ Majority in Interest ” even if it is the sole general partner at the time

. 21
2. The Voting Trust Agreement
Several of Quantlab LP’s Class A limited p artners entered into the VTA in November 2010 (effective September 2010). The signatories were Marco , AVG, Eames, Veloce LP, Omeltchenko, Aster Securities (US) LP, Quantlab GP and
David J. Houston. 22 The V TA defines Marco, A VG, Eames, Veloce LP , Omeltchenko and Aster Securities (US) LP as “Limited Partners ” 23 who combined

The Class A

- 2 Partnership Interest Holders are identical to the Class A Interest Holders. See LPA, sched. A.

21 LPA § 5.4. “‘Majority in Interest’ means a Partner or Partners whose Class A

- 2 Percentage Interest represent more than 50 p ercent of the Class A

- 2 Percentage Interests of all the Partners.” Id. § 1.91. “Partner,” in turn, “means a Partner (whether limited or general) of the Partnership . . . .” Id. § 1.100.

22 VTA, pmbl

. 23 Id.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 9 their Quantlab LP Voting Interests 24 by irrevocably assigning and transferring them to a Voting Trustee. 25 Quantlab GP is not included in the definition of “Limited
Partners

. ” 26 Pursuant to the VTA, t he Voting Trustee is empowered to vote the
Limited Partner I nterests “as directed by the [majority vote of the] Voting Trust
Committee , ” which comprises Bosarge, Eames and Omeltchenko

. 27 By virtue of the com bination of interests reflected in the V TA , the Voting Trustee holds (and controls) at least 96% of Quantlab LP’s Class A limited
p artnership i nterests , which constitutes a super majority of Quantlab LP’s votin g

24 The VTA refers to the LPA for the definition o f “Voting Interest.” VTA, at Recital s
. The LPA defined the term “Voting Interest” as the “right of the Class A Partners to vote with respect to their Class A Partnership Interest.” LPA § 1.144.

25 VTA § 2.1. The VTA defines David J. Houston “together wi th any successors” as the “Voting Trustee.” Id. at pmbl.

26 See VTA, pmbl . Quantlab GP’s signature does appear under the “Limited Partners” designation , however

. 27 VTA §§ 4.1, 4.4, 5.2. “The Voting Trust Committee shall consist of three members which initially shall be W.E. Bosarge, Jr (representing M arco and Veloce

— the ‘Bosarge Appointee’ ), Bruce Eames (re presenting AVG and himself

— the ‘Eames Appointee’ ) and Andre y Omeltchenko (represen ting Aster and Omeltchenko

— the ‘Omeltchenko Appointee’ ).” Id. § 4.1. “Where the Voting Trust Committee is more than one person, a majority vote of its then

- serving members shall be entitled to authorize any official act of the Voti ng Trust Committee.” Id. § 4.4.Eames v. Quantlab Group GP, LLC

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limited partnership interests

. 28 While the VTA expressly contemplates that the parties will amend the LPA to acknowledge that the LPA is “restricted by and subject to the terms of [the VTA] , ” it does not appear that the amendment to incorporate the
VTA carried over to the current version of the LPA

. 29
3. The LLC Agreement
Also relevant to this dispute is the Operating Agreement for the Quantlab Group GP , LLC ( the “LLC Agreement”). The LLC Agreement provides that Quantlab GP was “formed for the sole purpose of acting as the general Partner of [] Quantlab [] LP,” and “ cannot carry on any business other than acting as the General Partner of [Quantlab] LP without the unanimous consent of all the Members.” 30

28 Compl. ¶ 5. Schedule A to the LPA seems to indicate that the Voting Trustee controls close to 99% of the Class A Partnership Interests. While I note that difference here, it does not bear on my decision; thus, I need no t (and do not) undertake to reconcile the difference.

29 VTA § 2.4.1. Indeed, t he current LPA contains no reference to the VTA.

30 LLC Agmt. § 2.5. “Members” are defined as “an Initial Member [Marco and AVG] or a Person who otherwise acquires a Membership Interest, as permitted under this Agreement, and who remains a Member.” Id. § 1.23. “‘Membership Interest’ means a Member’s right in the Company, collectively, including the Member’s Economic Interest, any right to Vote or participate in management, and any right to information concerning the business and affairs of the Company.” Id. § 1.24.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 11 Quantlab GP is a manager

- managed LLC

. 31 Per Section 5.1 of the LLC Agreement , Quantlab GP ’s man agers can “act[] alone without approval or consent of the other Manager [s] . . . to transact business on behalf of and for the benefit of [Quantlab GP],” subject to the limitations of Section 5.4. Section 5.4 , in turn, provides that a “Manager shall not t ake . . . [a]ny act that would make it impossible to carry on the ordinary business of [Quantlab GP] or [Quantlab LP]” or that would cause “[a] change in the nature of the principal business of [Quantlab GP] or [Quantlab LP] . . . unless a Majority [] of M embers has consented to the taking of
such action.” 32
C. Plaintiffs Purport to Ad mit Quantlab GP II as General Partner of Quantlab LP and R emov e Quantlab GP as General Partner
O n November 6, 2017, Plaintiffs

— a cting a s a majority of the Voting Trust
Committee

— executed a written consent instructing the Voting Trustee to vote the Voting Trust Interests to admit and appoint Quantlab GP II as general partner of

31 LLC Agmt. § 5.1

32 LLC Agmt. §§ 5.4(a), (e). “‘Majority of Members’ means a Member or Members whose Percentage Interest represent more than 50 percent of the Percentage Interests of all the Members.” Id. § 1.21.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 12 Quantlab LP and r emove Quantlab GP as general partner

. 33 The Voting Trustee did
as instructed

. 34 At or around the same time , Eames, as manager of Quantlab GP, purportedly consent ed on behalf of Quantlab GP to add Quantlab GP II as a second general p artner of Quantlab LP

. 35
D. Procedural Posture Later that day , Plaintiffs filed a Verified Complaint (the “Complaint”) pursuant to 6 Del. C. § 17

- 110 seeking a declaration that Quantlab GP II is the sole general p artner of Quantlab LP. The parties cross

- moved for a status quo order

. The
Court entered a status quo order on November 30, 2017, keeping Quan tlab GP in place as general partner of Quantlab LP pending the final resolution of this matter. 36

33 Compl. ¶¶ 7

– 8 & Ex. 3 (Nov. 6, 2017 Voting Trust Co mmittee Written Consent); Pls.’ Answering Br. 9; Def.’s Opening Br. 12. By the same writ ten consent, the Voting Trust Committee first admitted Allen Dempster as the new Voting Trustee. Compl., Ex. 3. The parties dispute whether the position of Voting Trustee was vacant at that time. Compl. ¶ 7; s ee also Def.’s Opening Br. 12 & n.6. Since the resolution of that dispute does not bear on my decision, I need not (and do not) resolve it.

34 Compl. ¶ 11 & Ex. 4 (Nov. 6, 2017 Written Consent of a Super Majority in Interest of Limited Partners of Quantlab LP). Defendant disputes the temporal orde r of the actions that effected its purported removal. See, e.g. , Def.’s Opening Br. 26 (explaining that the addition and removal occurred simultaneously).

35 Compl. ¶ 11 & Ex. 5 (Nov. 6, 2017 Quantlab GP Written Consent).

36 D.I. 14 (Judicial Action Form S tatus Q uo H’rg); D.I. 33 (Tr. of Nov. 21, 2017 H’rg ).Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 13 Quantlab GP answered Plaintiffs’ Complaint on December 11, 2017 and then , on December 14, 2017 , moved for partial summary judgment (the “Motion”)

. II. ANALYSIS Under Court of Chancery Rule 56 (c) , summary judgment will be granted “if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any
material f act and that the moving party is entitled to a judgment as a matter of law.” 37
The movant initially bears the burden to demonstrate that no genuine issue of
material fact exists. 38 In determining whether the movant has met that burden , the

court must view the evidence in the light most favorable to the non

- moving party. 39 “When the issue before the Court involves the interpretation of a contract, summary judgment is appropriate only if the contract in question is unambiguous.” 40

37 Ct. Ch. R. 56(c).

38 In re Answers Corp. S’holders Litig. , 2014 WL 463163, at *10 (Del. Ch. Feb. 3, 2014).

39 Id.

40 United Rentals, Inc. v. RAM Hldgs., Inc. , 937 A.2d 810, 829 (Del. Ch. 2007).Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 14 Ambiguity exists if the court “may reasonably ascribe multiple and different interpretations to [the] contract.” 41
A. The LPA Does Not Permit The Simultaneous Removal and R eplacement of the General Partner
Plaintiffs contend that Quantlab GP’s consent was not required for the addition of a second general partner (Quantlab GP II) because “ the limited partners simultaneously [voted] their interests to remove and replace the incumbent General
Partner” as permitted by the VTA. 42 According to Plaintiffs, it would be nonsens ical to create a regime whereby a sole general partner , in essence, would have to facilitate its own removal by consenting to the addition of a new general partner before any
removal could be effected

. 43 That interpretation of the agreements “would
effecti vely negate the entire purpos e of the [VTA] , ” 44 which Plaintiffs co ntend must be interpreted along with the LPA. 45

41 Osborn ex rel. Osborn v. Kemp , 991 A.2d 1153, 1160 (Del. 2010).

42 Pls.’ Answering Br. 6

– 7.

43 Pls.’ Answering Br. 6.

44 Plaintiffs contend the purpose of the VTA was to “combin[e] the voting power of [the] Class A partnership interests and exercis[e] that collecti v e voting power as a single unit.” Pls.’ Answering Br. 15.

45 Pls.’ Answering Br. 12.Eames v. Quantlab Group GP, LLC

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Under Plaintiffs ’ reading of the agreements, the requirement that more than one general partner be in place prior to removal of a general partner (Section 5.4 of the LPA) was intended solely to prevent Quantlab LP ’s dissolution for want of any general partner

. 46 Since the simultaneous removal and replacement of the sole general partner assuages that concern , Section 5.4 of the LPA is inapplicable in this setting

. Thus, Quantlab GP could be removed without the prior addition of a new general partner. At the very least, Plaintiffs contend that the operative contractual provisions are susceptible to their proff ered construction and, therefore, summary judgment is inappropriate. 47 Defendant, on the other hand , argues that the V TA is no longer in corporated
within the LPA . But even if it were , the LP A ’ s terms clearly provide that Quantlab GP could not be removed as sole general partner without first adding a new general partner , and that admitting a new general partner required Quantlab GP’s

consent

. 48

46 Pls.’ Answering Br. 6 (citing LPA § 14.1(a) (Events of Dissolution, event of withdrawal of a general partner)).

47 Pls.’ Answering Br. 11.

48 Def.’s Opening Br. 25 & n.9.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 16 After carefully reviewing the agreements, I am satisfied that t he LPA’s
express terms support only Defendant’s con struction, even if the V TA were intended
to be incorporated into the current LPA. Section 5.4 of the LPA provide s that , absent

“ for cause ” removal , “a General Partner may not be removed unless there is at least one remaining General Partner

. ” 49 And Section 5.3 provides that the addition of a

new general partner require s the consent of the existing general p artner (s) and the consent of a Super Majority in Interest of the Limited Partners . Thus, the LP A clearly establish es that (1) Quantlab GP could n ot be removed as Quantlab LP’s sole general partner prior to the addition of a ne w general p artner ; and (2) Quantlab GP’s consent was required to admit Quantlab GP II as general partner

. 50 Had the parties intended to limit these requirements to allow for simultaneous removal and replacement of the lone general partner without consent , they easily could have done

49 LPA § 5.4.

50 Plaintiffs assert they could seek to amend the LPA in the future to “eliminate any uncertainty” “concerning the Super Majority’s authority to remove the General Partner for any reason” through the VTA

. See Pls.’ Answering Br. 7. While t his may be true, they have not yet attempted to do so. My focus at this stage, therefore, must be on the LPA in its current form.Eames v. Quantlab Group GP, LLC

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so. 51 Thus, the dispositive question here is whether Quantlab GP consented to add Quantlab GP II as general partner of Quantlab LP

. B. Quantla b GP Did Not Consent to Add Quantlab GP II as a General Partner of Quantlab LP According to Plaintiffs, even if the LP A requires Quantlab GP’s consent to admit a new general partner to Quantlab LP , Quantlab GP had “already pr ovided [that] consent

. . . by signing on to the [VTA] and agreeing to abide by majority rule of [the Voting Trust Committee, comprising ] Bosarge, Eames and Ome ltchenko.” 52 In this regard, Plaintiffs contend , “[i] t would be inconsistent and nonsensical for Marco, LP [s ignatory to and Limited Partner under the VTA ] to agree that its Quantlab [LP] partnership interests would be voted one way, but then use its 75% interest in Quantlab GP to frustrate the acts of the Voting Trustee to which it had already consented

. . . .” 53

51 See Seidensticker v. Gasparilla Inn, Inc. , 2007 W L 1930428, at *6 (Del. Ch. June 19, 2007) (Defendants “could have easily included a provision that accounted for MPI’s lengthy valuation process, had they intended for such a provision to exist. ”). I note that Section 14.1(a) of the LPA , cited by Plaintiffs in support of their argument, addresses dissolution after the withdra wal of a general partner rather than after its removal. Thus, that section does not support Plaintiffs’ argument.

52 Pls.’ Answering Br. 16; see also id. at 7.

53 Pls.’ Answering Br. 16.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 18 In addition to invoking the VTA to support their consent argument, Plaintiffs
argue that Eames consented, on behalf of Quantlab GP, to admit Quantlab GP II as

a g eneral p artner of Quantlab LP in his capacity as a Quantlab GP manager. 54 Invoking Section 5.1 of the LLC Agreement, Plaintiffs maintain that Eames could
take such action without majority vote of Quantlab GP’s members because (1) he was acting for the benefit of Quantlab GP and (2) his actions did not change Quantlab
GP’s business

. As to their first argument, Plaintiffs posit , “what’s in the best interest of [Quantlab LP] should also be what is in the best interest of [its] general partner.” 55
Since Eames consented to Quantlab GP II’s addition as general partner to prevent Bosarge’s management from caus ing further loss to Quantlab LP, his conduct was
for Quantlab LP’s benefit and , by extension, for Quantlab GP’s benefit as well

. 56 As

to their second argument, Plaintiffs submit that Quantlab GP’s business was not changed because Eames consented only to the addition of Quantlab GP II as a second general partner

— not to Quantlab GP’ s removal . Since Quantlab GP remained a

54 Pls.’ Answering Br. 7.

55 Tr. 46:8

– 10.

56 Tr. 46:10

– 16.Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 19 general partner of Quantlab LP after Eames’ consent

— even if only for a n instant

— no change in Quantlab GP’s business occurred

. 57 In response, Defendant argues that its signature on the V TA does not constitute consent to the Voting Trustee’s actions because : (1) it transferred neither its limited nor general partner ship interest s to the Voting Trustee ; (2) t he transfer of the general partnership interest would have violated the LP A; and (3) the V TA is a separate agreement which was never intended to impact the LLC Agreement or Quantlab GP ’s membership interests. 58
Defendant further contends that Eames could not consent to add Quantlab GP II as general partner without at least the majority vote of Quantlab GP’s
members because the addition of a second general partner was not “for the benefit of” Quantlab GP and fundamentally changed t he nature of its business

. In this regard, Defendant emphasizes that Quantlab LP and Quantlab GP are separate
entities. 59 Thus, conduct that benefit s one does not necessarily benefit the other

. And there is no scenario where adding Quantlab GP II as a ge neral partner of

57 Tr. 48:7

– 49:2.

58 Def.’s Opening Br. 25

– 27; Def.’s Reply Br. 12

– 15.

59 See, e.g. , Tr. 54:2

– 3 (“[T]he LLC and the LP operate in different worlds.”).Eames v. Quantlab Group GP, LLC

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- JRS May 1 , 2018 Page 20 Quantlab LP could be viewed as benefi ting Quantlab GP

. Quantlab GP’s purpose is

to act as “ the General Partner” of Quantlab LP ; i t is not to be “ a General Partner”
with a 50% vote in Quantlab LP’s management. According to Defendant , s ince going from being the general partner to a general partner with a 50% vote is clearly

a change in the nature of Quantlab GP ’s business , Section 5 .4 of the LLC Agreement required at least a majority vote of Quantlab GP’s members before the entity could

consent to add a new general partner

. As noted, Plaintiffs argue that Quantlab GP II ’s admission as general partner of Quantlab LP was effected by consent in either or both of two ways: (1) by Quantlab GP signing the VTA, thus, agreeing in advance to the actions taken by the Voting Trustee and (2) by Eames separately consenting on behalf of Quantlab GP in his capacity as manager of Quantlab GP. I address each argument in turn below

. First , Plaintiffs ’ a rgument that Quantlab GP consented in advance to its removal and replacement by signing the V TA does not comport with the clear terms of the LLC Agreement

. E ven if th e Court were inclined to read the VTA into the
LPA (despite the fact that the LPA makes no reference to the VTA), 60 th at same

60 As previously noted, Defendant disputes that the VTA has any bearing on the current LPA, which explains why the VTA is nowhere reference d in the LPA. Def.’s Reply Br. 3. In this regard, Defendant emphasizes that the LPA has an integration clause at S ect ion 17.12. While Defendant ’ s argument on this point is persuasive, I need not adopt itEames v. Quantlab Group GP, LLC

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e xercise of blue

- penciling could not be justified with respect to the LLC Agreement

. It is clear that none of Quantlab GP ’s members ever agreed to have their Quantlab
GP membership interests voted by the Voting T rustee

. Moreover, Quantlab GP did not consent to have its limited partnership interests voted by the Voting Trustee; Quantlab GP is not one of the V TA ’s “Limited
Partners” and did not transfer its limited partnership interest to the Voting Trustee

. 61 Thus, it did not consent in advance to any action taken by the Voting Trustee.
And , even if Quantlab GP had transferred its limited partnership interest , thus indicating its consent to have that interest voted by the Voting Trustee, it did not ( and , indeed, could not ) transfer its general partnership interest or its contractual rights under the LPA to the Voting Trustee

. The LP A provides that Quantlab LP’s general partner is its only manager and specifically prohibits its limited partners from participating in management. 62 Thus, any attempted transfer of Quantlab GP’s

because I am satisfied that Plaintiffs’ construction of the operative agreements is not reasonable even assuming the VTA somehow modifies the LPA.

61 VTA, pmbl. (“Collectively, Marco, AVG, Eames, Southport and Omeltchenko are referred to as the “Limited Partners.”). Pursuant to Recital J of the VTA , only “[t]he Limited Partners desire[d] to combine their voting power” and agreed that their interests “shall be vot ed as provided in” the VTA

. 62 LPA § 5.13(a) (“A Limited Partner will breach this Agree ment if the Limited Partner

. . . (2) interferes in the management of the Partnership affairs . . . .”). The intent to giveEames v. Quantlab Group GP, LLC

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the LP A.
Therefore , even assuming the V TA is still in effect, nothing in that agreement suggests that Quant lab GP consented to allow the Voting Trustee to act on its
behalf

. 63 More simply stated, the VTA is not Plaintiffs’ “golden ticket” to Quantlab LP’s levers of control.
Second , Plaintiffs’ argument that Eames consented to the admission of Quantlab GP II on behalf of Quantlab GP fails because Eames lacked any authority unilaterally to consent to the admission of a new general partner . Pu rsuant to

separate legal significance to the limited and general partner votes is further demonstrated by certain actions listed in Sections 5.3 and 5.6, requiring both the consent of the general partners and a vote/consent of the super

- majority of Quantlab LP’s limited partners. If the general partner vote was or could be combined with the limited partner votes, these requirements would be a nullity. See E.I. du Pont de Nemours & Co., Inc. v. Shell Oil Co. , 498 A.2d 1108, 1114 (Del. 1985) (“[W]e would in effect be reading such prohibition out of the Licens e Agreement. To do so would be to violate the cardinal rule of contract construction that, where possible, a court should give effect to all contract provisions.”).

63 Pls.’ Answering Br. 7. Plaintiffs point to a 2012 statement made by Quantlab LP’s associ ate general counsel and a proposed amendment to the VTA presented by Bosarge that same year, arguing that both show that “the Voting Trustee retains the ability to vote all Class A partnership interests for any matter requiring a vote, including the remova l and admission of the General Partner of Quantlab [LP].” Id. at 5. That argument i s unavailing. To start, the LPA’s terms are unambiguous. Thus, I cannot consider extrinsic evidence to interpret the contract. Even if I could, however, neither the sta tement nor the proposal addresses the separate rights of the general partner. Thus, neither support Plaintiffs’ position.Eames v. Quantlab Group GP, LLC

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Section 2.5 of the LLC Agreement , Quantlab GP “cannot carry on any business other than acting as the Ge neral Partner of [Quantlab LP] without the unanimous consent of all of [Quantlab GP’s members].” 64 Section 5.1 of the LLC Agreement provides
that a manager can act unilaterally on behalf of Quantlab GP only when acting “for the benefit of [Quantlab GP].” 65 And per Section 5.4, a manager may not “take . . . [a]ny act that would make it impossible to carry on the ordinary business of [Quantlab GP] or [Quantlab LP]” or that would cause “[a] change in the nature of the principal business of [Quantlab GP] or [Qua ntlab LP]” without the consent of the majority of Quantlab GP’s members. 66
When Eames purported to consent (on behalf of Quantlab GP) to add Qu antlab GP II as a general partner of Quantlab LP

— whatever his reason(s) for doing so

—he changed Quantlab GP’s business from acting as the general partner of Quantlab LP to being a general partner ( with only a 50% vote). And, he purported to take this
action without first receiving the consent of the majority of Quantlab GP’s members

. His unilateral action violated Sections 2.5 and 5.4 of the LLC Agreement.

64 LLC Agmt. § 2.5 (emphasis supplied).

65 LLC Agmt. § 5.1.

66 LLC Agmt. §§ 5.4(a), (e).Eames v. Quantlab Group GP, LLC

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Furthermore , Eames’ unilateral action cannot be characterized as “for the benefit of” Quantlab GP. By eliminating Quantlab GP’s role as Quantlab LP’s sole manager, Eames set Quantlab GP adrift with n o purpose or function. Before he could neutralize Quantlab GP in that manner, Eames was obliged to secure the

consent of the majority of Quantlab GP’s members

. In this case, he failed to do so. Consequently, his purported consent on behalf of Quantlab G P is without legal
effect.
C. Contextual Consideration s Before concluding the contract construction exercise here, I pause to c onsider
the LP A in its real

- world c ommercial context , as our law requires

. 67 Plaintiffs are
correct to note that , under Defendant’s construction of the LP A, Quantlab GP may
not be removed as general p artner unless it first con sents to the addition of another

67 See Chicago Bridge & Iron Co. N.V. v. Westing house Elec. Co. LLC , 166 A.3d 912, 926

– 27 (Del. 2017) (“The basic business relationship between [contract] parties must be understood to give sensible life to any contract.”); Heartland Payment Sys., LLC v. Inteam Associates, LLC , 171 A.3d 544, 557 (Del. 2017) (“Before stepping through the specific contractual provisions it is helpful to look at the transaction from a distance, because ‘[i]n giving sensible life to a real

- world contract, courts must read the specific provisions of the contract in light of the entire contract.’” (quoting Chicago Bridge , 166 A.3d at 913

– 14)) )

.Eames v. Quantlab Group GP, LLC

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. 68 As Plaintiffs observe, this construction of the LPA allow s the general partner to control the timing
and circumstances of its own removal. Even so, as discussed below, t h is regime makes perfect sens e given t he significant ownership stake of Bosarge and his family entities in Quantlab LP

. By providing tha t Quantlab GP would serve as Quantlab LP ’s general partner with certain consent rights , the parties positioned Bosarge and his family to protect
their 75% ownership interest in Quantlab GP

. B y transferring the majority of Quantlab LP’s Class A limited par tnership interests (of which Bosarge and Bosarge family entities hold a majority) to a voting t rust ee directed by majority vote of a voting trust c ommittee , the parties assured Eames that Bosarge could not single

handedly take over Quantlab LP

. 69 And, b y providing that certain actions, such as
the addition of a new general partner , require the vote of both the existing general partner and the majority of the Class A limited partnership interests, the LP A

68 Pls.’ Answering Br. 6, 12.

69 See Pls.’ Br. in Resp

. to Def.’s Mot. for Status Quo Order and in Supp. of their Cross

Mot. for Order Maintaining Status Quo 4 (“[T]he entire purpose of t he [VTA] was to ensure that Mr. Bosarge could not exercise exclusive control over the affairs of Quantlab [LP] in the event of a dispute between Mr. Bosarge and Mr. Eames.”).Eames v. Quantlab Group GP, LLC

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. 70 While certain of the limited partners may now be
dis pleased with the ir inability to direct Quantlab LP ’s day

- to

- day business , this arrangement reflects a bargained

- for allocation of interests and influence. Of course, should Quantlab LP’s limited partners agree at some point that this scheme is no longer desirable, they c an , by a super majority vote, amend the LPA to change the arrangement

. 71
III. CONCLUSION For the reasons set forth above, Defendant’s Motion for Par tial Summary Judgment is GRANTED

. Defendant shall submit an implementing order, on notice to Plaintiffs, within ten (10) days. Very truly yours, /s/ Joseph R. Slights III

70 Other actions requiring both votes are listed in Section 5.6 of the LPA and inc lude, inter alia , encumbering partnership assets and admitting “additional or substitute partners except as otherwise provided in Sections 5.3, 14.3, or Article XI of [the LP A ].” LPA §§ 5.6(a), (l).

71 LPA § 5.12(a).