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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ROD JARDINE, derivatively, on behalf

of HEALTHBOOKPLUS HOLDINGS,

INC., 

Plaintiff,

v.

CHRISTOPHER TURNER, PANOS 

SECHOPOULOUS, AND STATHIS 

TOPOUZOGLOU,

Defendants, and

HEALTHBOOKPLUS HOLDINGS 

INC., 

Nominal Defendant.

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C.A. No. 2023-0672-KSJM

ORDER GRANTING STAY OF PROCEEDINGS

1. HealthBrookPlus Holdings, Inc. (“HB+”) is a start-up health technology 

company. Its “product is an early identification and guided health platform for 

individuals and their families that provides the user with immediate and 

personalized health solutions based on the individuals’ needs.”1 The three current 

members of the HB+ Board of Directors are Defendants Christopher Turner, Panos 

Sechopoulous, and Stathis Topouzoglou (the “Director Defendants”). Each Director 

is a founder of HB+.

1 The factual background is drawn from the Verified Derivative Complaint. See C.A. 

2023-0672-KSJM, Docket (“Dkt.”) 1 (“Compl.”) ¶ 9. 
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2. Plaintiff Rod Jardine is a current stockholder, former chief technology 

officer, and former director of HB+. In addition, Jardine owns Agile CxO LLC 

(“Agile”). On January 9, 2022, HB+ and Agile entered into a contractor agreement 

where Agile would provide management consulting services to HB+.

3. HB+ is in its pre-revenue phase. As such, it relies heavily on its sales 

pipeline projections to raise funds. Turner was in charge of sales pitches and product 

sales. Jardine assisted Turner with these duties. In November 2022, Jardine 

observed that the sales pipeline numbers that Turner was using in his investor 

pitches were different from HB+’s internal numbers. Jardine’s complaint gives three 

specific examples of these discrepancies.

4. In February 2023, in anticipation of a meeting with investors, Turner 

sent Jardine a “Business Plan Presentation.” Jardine realized certain information in 

the Business Plan Presentation was incorrect and revised it. Turner rejected 

Jardine’s edits. Jardine called Turner and Sechopoulous and told them the 

information in the presentation was incorrect.

5. In March 2023, Jardine met with Topouzoglou to discuss the incorrect 

information that was shared to investors and potential investors. Topouzoglou 

informed Jardine that he would schedule a meeting of the founders. Instead of a 

meeting, on March 21, 2023, Turner told Jardine that HB+ was terminating all of its 

agreements with Agile. On April 12, 2023, HB+ informed Jardine that he had been 

terminated as an officer and director of HB+ as well. 
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6. In addition to allegedly misleading investors and potential investors, 

Jardine claims that Turner used corporate assets to fund personal trips. Specifically, 

Jardine claims that Turner traveled to Maui, Hawaii at HB+’s expense to visit his 

girlfriend, although Turner had told Jardine it was to meet with Maui Health’s CEO. 

Additionally, Jardine alleges that Turner and Sechopoulous both used a rental 

property in Maui that was either paid for or reimbursed by HB+.

7. After HB+ terminated Jardine and Agile, litigation ensued. On April 

13, 2023, HB+ filed a lawsuit against Jardine in Colorado federal court alleging 

fraudulent inducement, misappropriation of trade secrets, civil theft, and violation of 

the federal computer fraud and abuse act.2 On June 13, 2023, Agile filed an 

arbitration action in California asserting breach of contract.3 On June 29, 2023, 

Jardine filed this action asserting derivative claims against the Director Defendants.

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8. In this action, Jardine asserts three Counts derivatively. 

• In Count I, for breach of the fiduciary duty of loyalty against the Director 

Defendants, Jardine advances three theories. First, Jardine claims that

“Turner and Sechopoulous breached their fiduciary duty of loyalty by 

engaging in an illegal scheme to violate federal and state law by 

intentionally causing [HB+] to make false or misleading representations 

during communications with potential investors and solicitations of 

investors, such that expose[d] [HB+] to serious legal liabilities and 

reputational harm.”5 Second, Jardine claims that Turner breached his 

duty of loyalty by engaging in waste of HB+’s assets for his personal 

leisure and entertainment.6 Third, Jardine claims that Turner, 

2 Dkt. 16 (“Defs.’ Opening Br.”), Ex. 1.

3 Id., Ex. 3.

4 Dkt. 1.

5 Compl. ¶ 103.

6 Id. ¶ 104.
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Sechopoulous, and Topouzoglou breached their duty of loyalty by (a) 

terminating Jardine as CTO in a retaliatory manner, (b) breaching 

HB+’s contract with Agile, (c) permitting Turner to waste corporate 

assets, and (d) failing to follow corporate formalities.7

• In Count II, for breach of the fiduciary duty of care against Turner and 

Sechopoulous, Jardine alleges Turner and Sechopoulous were “at least 

grossly negligent in causing [HB+] to make false and misleading 

representations during [their] communications with prospective 

investors.”8 And both “acted grossly negligent[] by failing to make sure 

the represented financial information of [HB+] was correct[.]”9

• In Count III, for waste of corporate assets against Turner and 

Sechopoulous, Jardine alleges that Turner spent HB+ money flying to 

Hawaii, California, and New York for non-HB+ related purposes. And 

that Sechopoulous contributed to this misuse by living at a property in 

Maui that Turner rented with HB+ money and that had no business 

purpose.10

9. The Director Defendants have moved to dismiss or stay this action. 

Their lead argument is that the court should stay or dismiss this action in favor of 

the Colorado and California proceedings. They also advance arguments under Court 

of Chancery Rules 12(b)(6) and 23.1. Because a stay of proceedings is appropriate, 

the court does not reach the Director Defendants’ arguments under Rules 12(b)(6) or 

23.1.

10. The Director Defendants rely on McWane to argue that a stay or 

dismissal is appropriate.11 To be entitled to relief under McWane, a defendant must 

7 Id. ¶ 105.

8 Id. ¶¶ 112–13.

9 Id.

10 Id. ¶ 118–19.

11 McWane Cast Iron Pipe Corp. v. McDowell–Wellman Eng’g Co., 263 A.2d 281 (Del. 

1970).
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demonstrate: (i) the existence of “a first-filed prior pending action . . . in another 

jurisdiction;” (ii) that the first-filed action “involves similar parties and issues;” and 

(iii) that “the court in the other jurisdiction is capable of rendering prompt and 

complete justice.”12

11. As to the first McWane element, the Director Defendants point to the 

Colorado and California proceedings. The Colorado action was filed on April 13. The 

California arbitration was filed on June 13. This action was filed on June 29. Both 

the Colorado and California proceedings were filed first. Jardine argues that this 

sequence lacks legal relevance because the Colorado and California proceedings were 

filed within a few months of this action, rendering Delaware “contemporaneously 

filed.”

13 Generally speaking, the difference of a few hours14 or even a few weeks15

may turn a second-filed action into a contemporaneously filed action for the purposes 

of McWane. But the more-than-two-month window between the Colorado action (filed 

April 13) and the Delaware action (filed June 29) is not contemporaneous, nor do the 

12 Abraham v. D.O.C.-Del. Dep’t of Corrs., 2008 WL 242026, at *1 (Del. Ch. Jan. 24, 

2008) (quoting Kaufman v. Kumar, 2007 WL 1765617, at *2 (Del. Ch. 2007)).

13 Dkt. 19 (“Pl.’s Answering Br.”) at 12–13.

14 See, e.g., BP Oil Supply Co. v. ConocoPhillips Co., 2010 WL 702382, at *2 (Del. 

Super. Feb. 25, 2010) (“Delaware courts consistently have held that where two suits 

are filed mere hours apart, they are considered contemporaneously filed for purposes 

of forum non conveniens.” (citing cases)).

15 Zilberstein v. Frankenstein, 2021 WL 5289104, at *4 (Del. Super. Nov. 12, 2021) 

(finding two actions filed less than two weeks apart contemporaneously filed). 
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facts here warrant finding the California and Delaware actions to be 

contemporaneous.

16 The first element is met.

12. As to the second McWane element, the Director Defendants argue that

“there is sufficient overlap and privity among the parties to all of the actions” because 

“[a]ll three of these actions involve core allegations of a conspiracy by the Board to 

improperly fire Jardine (and terminate Agile’s independent consulting agreement) in 

retaliation against him for claiming that Turner engaged in fraudulent misconduct 

and to cover-up the same at the Company level.”17 But the parties are different and 

the issues only partially overlap. The second element is not fully met.

13. The Director Defendants do not make an argument in support of the 

third element.

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14. Given the dissimilarities in the proceedings, the Colorado and California 

proceedings will not resolve all of the claims at issue in this litigation. The claims for 

breach of fiduciary duty are unique to this action. For these reasons, McWane is “not 

a perfect fit.”19

16 Id. (treating the first-filed and second-filed actions as contemporaneous because 

the first-filed action appeared anticipatory, and deeming the actions 

contemporaneous had the effect of discouraging a race to the courthouse); In re 

Chambers Dev. Co., Inc. S’holders Litig., 1993 WL 179335, at *7 (Del. Ch. May 20, 

1993) (noting that whether or not a federal derivative suit filed on April 14, which 

was later consolidated with 20 lawsuits filed between March 17 and June 29, was 

deemed contemporaneously filed with a Delaware state action filed on April 1, the 

Cryo-Maid factors overwhelmingly favored staying the Delaware state action). 

17 Defs.’ Opening Br. at 16.

18 See id. at 15–17.

19 Park G.P., Inc. v. CCSB Fin. Corp., 2020 WL 7706962, at *2 (Del. Ch. Dec. 29, 

2020).
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15. In the end, however, “[g]ranting a stay is a discretionary enterprise and 

derives from a court’s inherent power to control its docket.”20 “A court may grant a 

stay ‘on the basis of comity, efficiency, or common sense.’”21 “A stay of any aspect of 

litigation shouldn’t be granted automatically; it should be granted only if the 

opponent wouldn’t be prejudiced by the delay and considerations of expense and 

litigation economy predominate.”22 “And when resolving whether to stay or not, the 

Court ‘must make a particularized judgment evaluating the weight that [purported] 

efficiency should be afforded . . . and the significance of any risk of injury to [a party] 

. . . that might eventuate from a stay.’”23

16. There are good reasons to stay this action in favor of the Colorado and 

California proceedings. For one, although the parties and issues in each proceeding 

are not identical, they substantially overlap. The parties in all three actions are 

closely related. In the Colorado action, HB+ brought suit against Jardine. In the 

California action, Jardine’s wholly owned entity Agile brought suit against HB+. And 

in the Delaware action, Jardine brought suit derivatively against HB+’s directors. 

20 Lima USA, Inc. v. Mahfouz, 2021 WL 5774394, at *7 (Del. Super. Aug. 31, 2021) 

(citing Solow v. Aspect Res., LLC, 46 A.3d 1074, 1075 (Del. 2012)).

21 LightLab Imaging, Inc. v. Axsun Techs., Inc., 2012 WL 1764225, at *1 (Del. Ch. 

May 10, 2012) (quoting Julian v. Julian, 2009 WL 2937121, at *8 (Del. Ch. Sept. 9, 

2009)).

22 Lima USA, 2021 WL 5774394, at *7 (Del. Super. Aug. 31, 2021) (citing Schick, Inc. 

v. Amalgamated Clothing & Textile Workers Union, 1987 WL 12450, at *2 (Del. Ch. 

June 18, 1987)).

23 Id. (alterations in original) (quoting In re McCrory Parent Corp., 1991 WL 137145, 

at *1 (Del. Ch. July 3, 1991)).
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17. As another reason, the proceedings will involve overlapping issues. The 

Colorado action concerns Jardine’s alleged fraudulent conduct and seeks rescission of 

Jardine’s entire equity interest in HB+. The California action concerns HB+’s alleged 

breach of Agile’s contract and seeks monetary relief. The Delaware action concerns

HB+’s directors’ fiduciary breaches and seeks monetary and to-be-determined 

equitable relief. 

18. Whether the Director Defendants retaliated against Jardine will be at 

issue in all of these proceedings.24 Here, Jardine claims in part that the Director 

Defendants harmed HB+ by wrongfully terminating Jardine and breaching the 

contract with Agile, which was “motivated by a desire to punish Jardine” for reporting

Turner and Sechopoulous’s misstatements and fraudulent 

representations.25 Although the California and Colorado forums could find 

retaliation occurred without making factual findings as to an underlying wrongful 

fiduciary act, it is likely that the discovery and arguments made in those forums will 

overlap with the Delaware action. Given HB+’s allegations, and Jardine’s defenses, 

the California and Colorado forums may make findings that would impact the 

Delaware action. If allowed to continue simultaneously, that might lead to an 

inconsistency, which this court tries to avoid.

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24 See Defs.’ Opening Br., Ex. 2 ¶ 2(c) (Jardine’s answer and affirmative defenses to 

the Colorado complaint); id., Ex. 3 ¶¶ 27–28 (California JAMS complaint).

25 Compl. ¶ 104.

26 See Gramercy Emerging Mkts Fund v. Allied Irish Banks, p.l.c., 2016 WL 7494898, 

at *8 (Del. Ch. Dec. 30, 2016) (noting that absent a first-filed doctrine, “comity would 
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19. For these reasons, a stay in favor of the California and Colorado 

proceedings is appropriate. 

20. The outcome is the same under the six-factor Cryo-Maid test.

27 Factors 

one (relative ease of access to proof) and two28 (compulsory process) favor Colorado or 

California as HB+’s principal place of business is in Colorado, Jardine resides in 

California, Turner resides in Colorado, and Sechopoulous and Topouzoglou reside in 

Greece.29 Most of the evidence and employees, who might be deposed or called to 

testify, are presumably located in Colorado or California, and most likely not located 

in Delaware. Factor three (view of the premises) is neutral. Factor four30 (practical 

be damaged and inconsistent judicial decisions could result”), aff’d 173 A.3d 1033 

(Del. 2017).

27 Gen. Foods Corp. v. Cryo-Maid, Inc., 198 A.2d 681 (Del. 1964); Gramercy Emerging 

Mkts. Fund, 173 A.3d at 1036–07 (identifying the six Cryo-Maid factors as: “(1) the 

relative ease of access to proof; (2) the availability of compulsory process for 

witnesses; (3) the possibility of the view of the premises, if appropriate; (4) all other 

practical problems that would make the trial of the case easy, expeditious and 

inexpensive; (5) whether or not the controversy is dependent upon the application of 

Delaware law which the courts of this State more properly should decide than those 

of another jurisdiction; and (6) the pendency or nonpendency of a similar action in 

another jurisdiction.” (cleaned up)).

28 Mt. Hawley Ins. Co. v. Jenny Craig, Inc., 668 A.2d 763, 769 (Del. Super. 1995) 

(stating that under the second factor, the court evaluates whether “another forum 

would provide a substantial improvement as to the number of witnesses who would 

be subject to compulsory process” (citation omitted)).

29 As Jardine notes, this court can compel the presence of the Director Defendants, 

but presumably this action will involve third-party witnesses most likely located in 

either Colorado or California. 

30 Martinez v. E.I. DuPont de Nemours & Co., Inc., 86 A.3d 1102, 1104 (Del. 2014) 

(stating that under the fourth factor, the court examines “all other practical problems 

that would make the trial of the case easy, expeditious and inexpensive” (citation 

omitted)).
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problems) favors Colorado or California because, as with factors one and two, 

presumably all the evidence and employees with relative knowledge are located in 

those states, and not in Delaware. Factor five (application of Delaware law) favors 

Delaware as Delaware law applies. Factor six (pendency or nonpendency of similar 

action) favors California or Colorado as similar actions were filed in those states 

before the Delaware action was filed. In sum, factors one, two, four, and six favor 

either California or Colorado. Factor five favors Delaware, and factor three is 

neutral. On balance, a stay is warranted in favor of the California and Colorado 

proceedings. 

21. Counsel shall send quarterly reports on the status of the litigation in 

California and Colorado. In the meantime, Jardine may seek leave to lift the stay if 

events in the parallel proceedings warrant. In all events, the parties shall update the 

court of the status of the parallel proceedings at the end of each quarter, with the 

first report to be filed at the end of September.

/s/ Kathaleen St. J. McCormick 

Chancellor Kathaleen St. J. McCormick

Dated: April 25, 2024