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

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Date Submitted: November 24, 2020

Date Decided: December 1, 2020

Kenneth J. Nachbar, Esquire Miranda N. Gilbert, Esquire Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street Wilmington, DE 19801 Thomas E. Hanson, Jr., Esquire William J. Burton, Esquire Barnes & Thornburg LLP 1000 North West Street, Suite 1500 Wilmington, DE 19801

Re: Epic/Freedom, LLC, et al. v. Aveanna Healthcare, LLC, et al. C.A. No. 2020

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- JRS

Dear Counsel :
I have Defendants’ Motion for Reconsideration of Scheduling Order Granting

Expedited Proceedings (D.I. 24 ) (the “Motion”) and Plaintiffs’ Opposition to the

Motion (D.I. 30 ). The Motion is denied. “A motion for reargument under Court of

Chancery Rule 59(f) will be denied unless the court has overlooked a controlling

decision or principle of law that would have controlling e ffect, or the court has

misapprehended the law or the facts so that the outcome of the decision would beEpic/Freedom, LLC, et al. v. Aveanna Healthcare, LLC, et al. C.A. No. 2020

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- JRS December 1, 2020 Page 2

different.” 1 Reargument “is only available to re

- examine the existing record,” 2 not
to consider new evidence, entertain arguments not raised previousl y or rehash

arguments already made. 3 In other words, reargument motions may not be used to

re

- litigate matters already fully litigated or to present arguments or evidence that

could have been presented before the court entered the order from which reargum ent
is sought. 4

The Motion fails to identify any controlling precedent or principal of law the

Court overlooked in granting expedited scheduling. Instead, it offers new

1 Those Certain Underwriters at Lloyd’s, London v. Nat’l Installment Ins. Servs., Inc. , 2008 WL 2133417, at *1 (Del. Ch. May 21, 2008).

2 Reserves Dev. LLC v. Severn Sav. Bank, FSB , 2007 W L 4644708, at *1 (Del. Ch. Dec. 31, 2007) (citing Miles, Inc. v. Cooks on Am., Inc. , 677 A.2d 505, 506 (Del. Ch. 1995)).

3 Id. (“Reargument under Court of Chancery Rule 59(f) is only available to re

- examine the existing record; therefore, new evidence generally will not be considered on a Rule 59(f) motion.”); Sunrise Venture s, LLC v. Rehoboth Canal Ventures, LLC , 2010 WL 975581, at *1 (Del. Ch. Mar. 4, 2010) (“[A] motion for reargument is ‘not a mechanism for litigants to relitigate claims already considered by the court,’ or to raise new arguments that they failed to present in a timely way.” (quoting Am. Legacy Found. v. Lorillard Tobacco Co.
, 895 A.2d 874, 877 (Del. Ch. 2005)); Miles , 677 A.2d at 506 (“Where . . . the motion for reargument represents a mere rehash of arguments already made at trial and during post

trial bri efing, the motion must be denied.”).

4 Wright, Miller & Kane, Federal Practice and Procedure: Civil 2d § 2810.1 (2020)

.Epic/Freedom, LLC, et al. v. Aveanna Healthcare, LLC, et al. C.A. No. 2020

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- JRS December 1, 2020 Page 3

arguments, based on purportedly new developments, that could have been advanced

in opposition to Plaintiffs’ Motion to Expedite had Defendants elected to withdraw

their opposition/defenses to the so

- called T ax Audit claim prior to the presentation

of that motion . A motion for reargument (or “ reconsideration ” ) is not the proper

vehicle through which to present Defendants’ new arguments.

Defendants have moved to transfer the so

- called Tax Refund claim back to

the Superior Court (D.I. 29 ). The Court will consider Defendants’ arguments with

respect to this Cou rt’s subject matter jurisdiction in connection with that motion.

For the foregoing reasons, Defendants’ Motion for Reconsideration is

DENIED.

IT IS SO ORDERED.

Very truly yours,

/s/ Joseph R. Slights III