IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STEWART MATTHEW, :

:

Plaintiff, :

:

v. : C.A. No. 5957-VCN

:

CHRISTOPHE LAUDAMIEL, :

FLÄKT WOODS GROUP SA, :

FLÄKT WOODS LIMITED and :

DREAMAIR LLC, :

:

Defendants. :

_________________________________ :

FLÄKT WOODS GROUP SA, :

:

Cross-Claim :

Plaintiff, :

:

v. :

:

CHRISTOPHE LAUDAMIEL, :

ROBERTO CAPUA, ACTION 1 SRL, :

and DREAMAIR LLC, :

:

Cross-Claim :

Defendants. :

MEMORANDUM OPINION

Date Submitted: June 5, 2015

Date Decided: September 28, 2015

EFiled: Sep 28 2015 03:27PM EDT 

Transaction ID 57930536

Case No. 5957-VCN
Thad J. Bracegirdle, Esquire of Wilks, Lukoff & Bracegirdle, LLC, Wilmington, 

Delaware, Attorney for Plaintiff.

Christopher Laudamiel, of New York, New York, Self-Represented Defendant.

Seth J. Reidenberg, Esquire of Tybout, Redfearn & Pell, Wilmington, Delaware 

and Mark Thornhill, Esquire, Kersten Holzhueter, Esquire, and Angus Dwyer, 

Esquire of Spencer Fane Britt & Browne LLP, Kansas City, Missouri, Attorneys 

for Defendants Fläkt Woods Group SA and Fläkt Woods Limited.

NOBLE, Vice Chancellor
1

Plaintiff, a businessman, aspired to create an innovative scenting business. 

He teamed with a perfumer and a financier in a limited liability company (“LLC”), 

which collaborated with an established company interested in integrating scenting 

technology into its commercial air handling systems. Developing a functioning

product proved difficult, however, and interpersonal conflict further plagued the 

LLC. At some point, the perfumer and the financier began to seek support from an 

employee of the air handling company. The employee, who believed that the 

perfumer’s skills were more valuable to the air handling company, participated in 

communication and meetings that excluded the businessman. Shortly after the 

perfumer and the financier voted to dissolve the LLC, they formed a new, similar

company and ultimately contemplated working with the employee and the air 

handling company in a similar capacity. The businessman responded with this 

action asserting direct and indirect claims relating to the failed business. The 

Court sets forth its findings of fact and conclusions of law in this post-trial 

memorandum opinion. For the reasons below, the Court finds that the perfumer is 

liable for his conduct, the air handling company lacked the requisite scienter to 

participate in the wrongful conduct or cause independent injury and thus has no 

liability, and an award of $491,839.79 from the perfumer and the entity he 

controls, subject to resolution of one remaining issue, fairly compensates the 

businessman.
2

I. BACKGROUND

A. The Parties

Plaintiff and Counterclaim Defendant Stewart Matthew (“Matthew”) was a

manager of Aeosphere LLC (“Aeosphere” or the “Company”) and held 35% of its 

membership units.

1

 He maintains this action against Defendant and Counterclaim 

Plaintiff Christophe Laudamiel (“Laudamiel”), as well as Defendants DreamAir 

LLC (“DreamAir”),2Fläkt Woods Group SA (“FWGSA”), and Fläkt Woods 

Limited (“FWL”) to vindicate his rights following Aeosphere’s dissolution. The 

liability of Roberto Capua (“Capua”), Capua’s investment vehicle Action 1 SRL 

(“Action 1”), and SEMCO LLC (“SEMCO”), named in Matthew’s original 

complaint, is no longer at issue. 

Matthew, Laudamiel and Action 1 were Aeosphere’s members, and 

Matthew, Laudamiel and Capua were Aeosphere’s managers.

3

Laudamiel, like 

Matthew, held 350 common units of Aeosphere (35% of the fully diluted total), 

and Capua held 300 preferred units of Aeosphere (30% of the fully diluted total).4 

Laudamiel and Capua formed DreamAir on May 7, 2010, shortly before Matthew 

 

1

Joint Pre-Trial Stipulation and [Proposed] Order (“Stip.”) § II ¶¶ 2-3; JX 230 

(“LLC Agreement”) at A-1 (showing the members’ interests).

2 Default judgment has been entered against DreamAir; only the amount of 

damages remains, and that question is resolved in this memorandum opinion 

because the liability of Laudamiel and the liability of DreamAir are the same.

3

Stip. § II ¶¶ 2-3.

4

LLC Agreement A-1.
3

filed Aeosphere’s certificate of cancellation.

5

 FWGSA “provides management 

services and contracts for management services for the Fläkt Woods family of 

companies,”6including FWL, a United Kingdom entity. For convenience, the 

Court does not distinguish between FWGSA and FWL. A critical part of 

FWGSA’s business is the manufacture and sale of air handling units.7

B. The Creation of Aeosphere

Aeosphere originated as an entertainment company founded by Matthew to 

develop a project called the Scent Opera.

8

 The Scent Opera involved presenting a 

story through scents and sounds and would eventually yield performances at

prominent museums.

9

 Although Laudamiel initially was not interested in forming 

a business with Matthew, he agreed to create the fragrances for the Scent Opera.10

To obtain funding for his project, Matthew made a number of “cold call[s],” one of 

which was to FWGSA.11 As the discussions progressed, Matthew worked 

primarily with Neil Yule (“Yule”), then responsible for various business 

 

5

JX 240 (details of DreamAir LLC); JX 405 (Aeosphere’s certificate of 

cancellation); Trial Tr. vol. III, at 737 (Laudamiel).

6

Stip. § II ¶¶ 5-6.

7

Trial Tr. vol. II, 388 (Yule).

8

Trial Tr. vol. I, 20-23 (Matthew).

9

Id. at 16-18 (Matthew). Scent Opera performances were given at the 

Guggenheim Museums in New York and Bilbao, Spain.

10 Id. at 20-21 (Matthew).

11 Id. at 21-22 (Matthew).
4

development projects at FWGSA.

12

 Yule saw an opportunity for FWGSA to use

scenting technology with its air handling units to offer an “aroma-control and 

fragrancing” system.

13

 This Scent Project intrigued Yule because it would allow 

FWGSA to differentiate its business in a “mature industry with a lot of 

competition.”14

The discussions culminated in the formation of Aeosphere, with Matthew 

and Laudamiel as co-CEOs, and the execution of the Operating Agreement of 

Aeosphere LLC dated June 20, 2008.15 Aeosphere entered into a Collaboration 

Agreement with FWGSA on July 2, 2008.16 The Collaboration Agreement broadly 

anticipated Aeosphere developing proprietary scent formulas, another company

providing the scented oils, and FWGSA marketing and supplying the “integrated 

package . . . for incorporation into new or existing air handling equipment designed

to ensure the controlled diffusion of the selected scent into selected areas of 

space.”

17

 

 

12 Id. at 22-23 (Matthew); Trial Tr. vol. II, 390-91 (Yule).

13 JX 1 at FWGSA_000020 (describing the scope of the Collaboration Agreement). 

14 Trial Tr. vol. II, 388-89 (Yule).

15 See JX 435 (original operating agreement).

16 JX 1 (Collaboration Agreement). The original collaboration agreement was 

amended in March and April 2009. Stip. § II ¶ 8; JX 6 (April amendment).

17 JX 1 at FWGSA_000020-21.
5

The parties disagree about whether they based their agreement on the use of

electric field effect technology (“EFET”), developed by Battelle Memorial Institute 

(“Battelle”), to transform scent oils into particles that could be dispersed by the air 

handling units. It is clear, however, that the parties saw EFET as the best option in 

terms of both function and profitability.18 While a device developed by Prolitec, 

Inc. (“Prolitec”) existed as a prospective alternative to EFET, the Prolitec device

did not perform as well as claimed19 and use of such device would mean 

collaborating with an FWGSA competitor.

20

Yule presented the Scent Project to FWGSA, but FWGSA did not adopt the 

project because of the costs associated with developing the technology, among 

other reasons.21 Aeosphere eventually found a source of funding in Capua, who

provided €1.55 million through Action 1.22 In return, Action 1 received a 30% 

membership interest in Aeosphere23 and Capua became a manager.24 Part of the 

effort to attract Capua’s investment involved Matthew’s preparation of pro forma 

 

18 E.g., JX 4 (email from Matthew to Yule discussing scenting technologies); 

JX 154 (comparing EFET technology to Prolitec technology); Trial Tr. vol. II, 428-

29 (Yule).

19 JX 115 at FWGSA 016470; Trial Tr. vol. II, 395-96 (Yule).

20 Trial Tr. vol. II, 392 (Yule).

21 Id. at 391 (Yule); Trial Tr. vol. III, 776 (Margrita) (discussing sundry financing 

issues).

22 Dep. Trs. of Roberto Capua, vols. I and II (“Capua Dep.”) 148; LLC Agreement 

B-1. Matthew suggested that the actual investment was less. Trial Tr. vol. I, 58-

59, 74 (Matthew) (“[A]s I recall, it was 1.4 million euros.”).

23 LLC Agreement A-1.

24 Stip. § II ¶ 3; LLC Agreement A-1.
6

financials projecting that FWGSA would sell 15,100 scenting devices by the end of 

2013 (and 2,200 by the end of 2010).

25

Under Aeosphere’s LLC Agreement, certain actions, such as terminating 

Matthew and winding up Aeosphere, required a unanimous vote of the co-CEOs, 

though Capua negotiated other meaningful voting rights.

26

 Generally speaking, 

Capua’s investment came with a “preferred return” of 7% (compounded annually) 

on “outstanding and unreturned . . . Capital Contributions” and priority in 

distributions of available cash and liquidation proceeds.

27 The new arrangement 

was reflected in the LLC Agreement, dated as of May 11, 2009. Matthew and 

Laudamiel’s employment agreements appeared as attachments to the LLC 

Agreement.28 Each had a term of five years, with a base salary equivalent to 

$300,000 in the first year and $350,000 per year thereafter.

Around March 2009, with news of Capua’s investment, Yule updated 

projections and pitched the Scent Project once more.29 At about the same time, 

FWGSA contracted with Battelle for an option to license the Battelle technology,30

and the Collaboration Agreement was amended to increase royalties on sales “[i]n 

 

25 JX 239 at LCA 002597; Trial Tr. vol. I, 124-25 (Matthew).

26 See Matthew v. Laudamiel, 2012 WL 2580572, at *8 (Del. Ch. June 29, 2012) 

(interpreting § 5.2.6 of the LLC Agreement).

27 LLC Agreement §§ 1.1, 4.1, 6.1, 9.4.

28 Id. at E-1-2.

29 Trial Tr. vol. II, 393, 397 (Yule); see also JX 115 (updated PowerPoint).

30 JX 5 (agreement between Battelle and FWGSA).
7

return for [Aeosphere’s] co-investment with FWG[SA]” in the technology 

contemplated by the License and Development Agreement with Battelle.

31

 The

assumption of using EFET was “significan[t]” to Yule’s projections that 2010 sales 

would reach around €2.6 million.

32

 Yule claims that his projection would have 

been at best one-fifth to one-tenth of that had the Prolitec technology been used.33 

Jean Philippe Margrita, who became FWGSA’s senior vice president of marketing 

and product development in late 2008,34 was somewhat skeptical of Yule’s 

numbers; he believed that it would take over a year to begin selling units using 

EFET.

35

 FWGSA adopted the Scent Project as one of its initiatives but used a

more conservative projection of €500,000 in 2010 sales (later updated to €200,000 

in forecasted sales) in seeking shareholder approval of the November 2009 

 

31 JX 6 at FWGSA_000014. Matthew, however, protests that “payment of 

royalties to Aeosphere was never tied specifically to sales of equipment using 

EFET.” Pl.’s Post-Trial Reply Br. 7. The amendment also provided that 

Aeosphere would “remain exclusive designer and supplier of scented media to all 

FWG[SA] equipment and systems for a period of 10 years” if FWGSA did not 

execute the agreement with Battelle. JX 6 at FWGSA_000014.

32 JX 141; Trial Tr. vol. II, 427-28 (Yule). The parties debate whether Yule’s 

projections were “cautious” (as Yule wrote in a contemporaneous email to 

Matthew), JX 141, or if they were the product of a salesman trying to pitch a 

project. See Trial Tr. vol. II, 413-14 (Yule). The Court addresses the reliability of 

the various projections in its discussion of damages, infra.

33 Trial Tr. vol. II, 428 (Yule). The figures would have been even less if FWGSA 

did not acquire exclusive rights to the Prolitec technology. Id.

34 Trial Tr. vol. III, 767 (Margrita).

35 Id. at 792-94 (Margrita) (elaborating, for example, that “it will have been at least 

three month[s] for the prototype, another probably six, seven months to realize the 

product, then another probably three month[s] to test it”).
8

budget.36 The presentation noted that the FWGSA “device [was] not yet 

completed” but anticipated using Prolitec technology in the meantime.37 

Unfortunately, even the updated numbers proved too optimistic.

C. The Conflict and Yule’s Involvement

As Aeosphere struggled, conflict arose within the Company’s management, 

including Laudamiel’s desire to bring his husband, perfumer Christophe Hornetz 

(“Hornetz”), into the business as an employee,

38 and certain conduct during the 

Scent Opera engagements.39 As to be expected with disagreements and secret 

negotiations, the record does not paint a clear picture of who was planning to do 

what, and when. A few records and acts, however, are particularly noteworthy and 

illustrate the timeline of the managers’ negotiations and the ultimate dissolution.

 

36 JX 270 at FWGSA 098985; JX 271 at FWGSA 029973; Trial Tr. vol. IV, 874-

75, 885, 887-89 (Margrita). During post-trial oral argument, counsel for the Fläkt 

Woods parties stated that the €200,000 number was the only number presented to 

shareholders. Post-Trial Oral Arg. Tr. (“Oral Arg. Tr.”) 95. See Trial Tr. vol. IV, 

880 (Margrita) (explaining that most orders result in sales).

37 JX 271 at FWGSA 029973.

38 E.g., Trial Tr. vol. I, 80-82, 93 (Matthew).

39 See Trial Tr. vol. IV, 815-16, 836 (Laudamiel). For example, Laudamiel felt 

hurt when Matthew yelled at him, publicly, at one venue. Trial Tr. vol. IV, 815-16 

(Laudamiel). The Court does not know the full extent of these tensions and only 

raises them for context. The Court will not speculate on matters for which it does 

not have a factual basis.
9

Around September 2009, Matthew, Laudamiel, and Capua began to discuss 

restructuring their roles within Aeosphere.40 Records from October confirm preexisting strife and a desire to exclude certain members from communication. In 

one email chain, Laudamiel expressed concern about Matthew holding up a 

project, and Yule suggested fabricating a scheduling conflict as a ruse to keep 

Matthew out of a meeting they felt unnecessary.

41

 In a follow-up email, Yule 

asked Laudamiel about the “possibility that [Matthew] could gain access to 

[Laudamiel’s] mails through the Aeosphere server.”42 Laudamiel and Yule 

discussed business opportunities without informing Matthew into November.

43

 

Matthew, too, solicited Capua’s help to prevent Laudamiel from “hav[ing] his own 

way all the time.”44

 

40 Trial Tr. vol. I, 92-94, 162-63 (Matthew). One option placed Matthew “as the 

sole CEO,” a suggestion that Matthew declined as unacceptable to Laudamiel. Id.

at 94 (Matthew).

41 JX 120 at FWGSA 008502-03 (October 22-23 emails).

42 Id. at FWGSA 008502 (October 23 email from Yule to Laudamiel). Yule’s 

concern about security is also reflected in a later instruction to another FWGSA 

employee to email Laudamiel at his personal address. JX 155 at FWGSA 009300 

(March 2010 email).

43 E.g., JX 120 at FWGSA 008503 (“[I]f I show [Matthew] all the details, the 

project will be stopped every second week.”); JX 143 (Yule mediating 

communication between a client and Laudamiel); Trial Tr. vol. III, 573-74 (Yule) 

(discussing a proposal sent by Yule “on behalf of Christophe Laudamiel of 

Aeosphere and of Flakt Woods Group.”). 

44 JX 227 at LCA000001 (October 21 email from Matthew to Capua).
10

Laudamiel and Capua then held a secret meeting with Yule in Paris. During 

that January 2010 meeting, the three discussed the conflict within Aeosphere and 

Capua’s desire “to place the business into . . . different business streams to . . . 

allow [Matthew] and [Laudamiel] to operate in their preferred areas and . . . avoid 

some of the conflict.”

45

 Yule claims that he did not know that Laudamiel and 

Capua wanted to discuss a potential division; he had believed the meeting was to 

visit a site for a Scent Opera performance and a center for perfumery.46 He admits, 

however, that he had known as early as fall 2009 that the managers were 

considering “some sort of reorganization.”47 Yule agreed to keep the meeting 

confidential.48 Laudamiel and Capua likely did not inform Matthew of the 

meeting,49 although Capua did inform Matthew that he had discussed the 

 

45 Trial Tr. vol. II, 451 (Yule); accord Trial Tr. vol. III, 579 (Yule).

46 Trial Tr. vol. II, 450-51 (Yule); see also JX 144 at FWGSA 008872 (explaining 

a wish to take Yule to two places in Paris).

47 Trial Tr. vol. III, 563 (Yule).

48 See JX 145 at LCA 024939 (“If and when you decide to tell [Matthew] that we 

have met, then please let me know straight away so that I am aware.”). In the same 

email, Yule forwarded a marketing plan that he thought was an effort by Matthew 

“to establish his position in the relationship and to be seen to be the person driving 

the agenda forward.” Id. While Matthew highlights Yule’s conduct in this 

instance, the communication also implies one-sided contact by Matthew. Id. at 

LCA 024939-40 (Jan. 7, 2010 email from Matthew to Yule).

49 See Capua Dep. 120; JX 146; Trial Tr. vol. III, 698-99 (Laudamiel) (stating that 

he has “no idea” whether Matthew was ever told of the Paris meeting).
11

management problems with Yule at some point.

50

 The evidence suggests that 

Matthew did not authorize his co-members to discuss the internal separation 

discussions with Yule and attempted to keep them confidential himself.

51

Adding to the tension was a string of disappointing test results. Matthew 

highlights a failed round of testing, of which Yule notified Laudamiel and Capua 

on January 21, 2010.52 In his email, Yule suggested, 

One option is for you guys to use the EF[E]T option as a bargaining 

chip in your negotiations with [Matthew]. If we agree that it is not a 

suitable technology for HVAC applications, then perhaps you should 

offer the license to [Matthew] as his share of Aeosphere, allowing him 

to leave without the need for an additional financial pay-off?53

The next day, in response to emails from Capua about conflict with Matthew, Yule 

expressed his “100% commit[ment]” to Laudamiel and Capua.54 He not only 

agreed to conceal his knowledge of “how serious matters had become”55 but also 

 

50 See JX 7 at SM046307 (email from Matthew to Capua stating that “your . . . 

disclosure to [Yule] of a rift in Aeosphere destabilised his trust in the Flakt Woods 

Aeosphere arrangement”).

51 See, e.g., id. at SM046307-08; JX 41; JX 42 at SM031527; JX 150 at FWGSA 

009058.

52 JX 147 at LCA 025266.

53 Id. Matthew observes, however, that residential and consumer applications were 

not part of the license agreement and therefore could not be used as a “bargaining 

chip.” Pl.’s Post-Trial Reply Br. 18 (citing, for example, JX 5).

54 See JX 148 at FWGSA 008960.

55 Id. at FWGSA 008963. In feigning ignorance of Capua’s “divorce 

arrangement,” Yule “instead spoke as if the Aeosphere team were simply 

evaluating [a] different business structure for the future which might involve 

[Matthew] leaving Aeosphere to form a new venture[], which would still work 

closely with Aeosphere and FW[GSA].” Id. 
12

represented that “[a]ny contact [he may] have with [Matthew] during this time will 

purely be on the basis that it may help [Laudamiel and Capua].”56 Yule admits that 

he favored Laudamiel (and Capua), as Laudamiel’s skills were more valuable to 

the business arrangement (at least going forward).

57

 At the same time, he intended 

to “remain[] entirely impartial with regard to Aeosphere’s internal structural 

review.”58 In Yule’s words, “the ideal scenario” for FWGSA would have been for 

Aeosphere to have two divisions, one with Matthew developing new media 

projects and one with Laudamiel working on ambient scenting.59

By February 2010, if not earlier, the managers had retained counsel and 

were discussing a separation of business activities.

60

 On February 3, Capua asked 

Matthew to “discuss our members[’] current situation during our meeting,” adding 

that “[b]asically we are in agreement almost in everything[, though] we must deal 

with your proposal of split job and exclusivity.”61 In that email chain, Capua refers 

 

56 Id. at FWGSA 008960.

57 Trial Tr. vol. III, 592-93 (Yule).

58 JX 150 at FWGSA 009057 (Jan. 28 email from Yule to Matthew); see also Trial 

Tr. vol. II, 474-75 (Yule).

59 Trial Tr. vol. II, 476 (Yule); see also id. at 452-53 (Yule) (“I said if [Capua] can 

find a way to allow [Matthew] and [Laudamiel] to work in their different areas and 

Flakt Woods to continue to have . . . a good and hopefully a better working 

relationship, then I’ve got no concerns about that.”).

60 Capua Dep. 37-38; Trial Tr. vol. I, 160 (Matthew).

61 JX 28 at SM046427. Just one day earlier, Yule wrote Laudamiel and Capua 

about working with a chef—an opportunity that would not exist as long as 

Matthew remained their business partner. JX 113 at FWGSA 009094 (“As soon as 

[Matthew’s] exit from Aeosphere has been confirmed, we should very quickly re-
13

to “the split of the company we are evaluating,” explaining that he “do[es] not trust 

[Matthew] anymore,” and ends that he will “see if [he] can r[e]cover some money 

from this terrible investment.”62 Thereafter, the managers had a board meeting, 

which ended in frustration,“bang[]ing doors” and a hasty exit by Matthew.63 They

were unable to agree on a budget.64 A follow-up email from Matthew to Capua 

states, “I cannot agree to a discussion of budget limited to a two to three months 

time horizon. Our company could face financial ruin in the meantime unless we 

set a responsible budget.”65

In contrast, discussions among Laudamiel, Capua, and Yule continued. 

Matthew focuses on a number of exchanges over the next few months. For 

example, Yule, Laudamiel, and Capua held a February 24 conference call to 

discuss EFET and Prolitec.66 At that point, Laudamiel believed that EFET was still 

a viable option.67 Emails from March 8 through 9 discuss pursuit of EFET and 

working without interference from Matthew.

68

 Capua explained that they “finally 

 

establish the connection with [the chef].”). Yule knew that Matthew had 

interpersonal conflicts with the chef. Trial Tr. vol. III, 605-06 (Yule).

62 JX 28 at SM046427. 

63 JX 236 at LCA 027110.

64 Id.

65 Id. at LCA 027111.

66 See JX 153; JX 154.

67 Trial Tr. vol. III, 700 (Laudamiel).

68 JX 156. One email from Yule to Laudamiel suggested a call to discuss test 

results and options with Capua and Laudamiel, to be followed by a separate call 

involving Matthew. Id. at FWGSA 009369-70.
14

reached a preliminary agreement [to] have [Matthew] out of the company at least 

for management and decision making” but retaining a “20% share.”69 At the end 

of March, Yule told a third party (then in negotiations with FWGSA and 

Aeosphere) about the management dispute and that Laudamiel and Capua “are 

close to concluding a deal that will result in [Matthew] leaving the firm in the next 

few weeks.”70 Though his testimony was not completely consistent, Yule stated in 

his deposition that he understood the negotiations to be confidential.71 He told the 

third party contact, “[Matthew] is not aware that you and I have already spoken 

and I would prefer to maintain that impression during our call.”72

Regardless whether the conflict was a result of mutual negotiation (as 

alleged by Defendants) or a conspiracy to oust him (as alleged by Plaintiff), April 

emails reflect growing pressure on Matthew to resolve the conflict. On one hand, 

the correspondence appears to show some movement toward an arrangement 

where the co-CEOs could avoid deadlock, such as by making Capua the new CEO 

and allowing Matthew and Laudamiel to pursue their respective fields.

73

 In one 

 

69 Id. at FWGSA 009371.

70 JX 157 at FWGSA 009532.

71 See Trial Tr. vol. III, 613-14 (Yule); Dep. Trs. of Neil Yule, vol. II 455.

72 JX 157 at FWGSA 009532.

73 See JX 29 at SM035389 (April 7 email from Capua to Matthew stating that 

“[counsel] informed me about your decision [to] quit any negotiation for our new 

agreement. Of course I was very disappointed especially considering all that we 

have achieved . . . in order to fix our current management situation and start 

working to make [A]eosphere start in a good way.”); JX 31 at SM052299 (April 9 
15

chain dated April 13, Capua explained that he was “done on financing [A]eosphere 

unless thing[s] change[d]” but that he was “trying the impossible to fix th[e] 

company.”74 Around one week later, Capua told Matthew that “[i]f everything is 

ok we can meet to finalize and sign [documents]” after discussing a “few little 

points.”75

On the other hand, there is ample evidence that Matthew saw only part of the 

picture. Notably, Laudamiel suggested on April 22 that Yule send an email, during 

the period of negotiations, to help his ability to work free from Matthew’s 

“manipulations and . . . arrogance.”

76

 Laudamiel’s suggestion resulted in an email 

(also dated April 22) in which Yule stated, “I am fearful that unless matters are 

quickly resolved, then I will be told to wind up [FWGSA’s] involvement in the 

scent project.”77 Matthew promptly followed up with a private phone call to 

 

email from Capua to Matthew suggesting that Capua become CEO and that they 

“continue [their] negotiation, or [Capua will] have to direct [his] legal advisor for 

another type of strategy and war.”).

74 JX 33 at SM052263-64.

75 JX 34.

76 JX 122 at FWGSA 009915.

77 JX 37 at SM052245. Yule’s email incorporates a significant portion of 

Laudamiel’s draft. For example, Yule wrote,

Without wishing to interfere in internal Aeosphere matters, you will 

understand I am sure that . . . it is important for me to have some 

clarity. The clock is ticking and I am fearful that unless matters are 

quickly resolved, then I will be told to wind up our involvement in the 

scent project. So if you could provide me with a little information, I 

would be grateful.
16

Yule78 and an email request that Yule “consider sending a follow up message” that 

properly reflects his value to Aeosphere.79 The next day, Matthew emailed Capua 

to “terminate discussions of an alternative arrangement, unless it were to buy you 

and Christophe out of the company.”80 At this point (or shortly thereafter), 

Defendants say, the communication broke down.81 

 

It is also clear that the internal issues are becoming increasingly 

apparent to our other partners. The guys at Battelle have made several 

informal comments to me, such as “the guys at Aeosphere seem to 

have lost interest” and “Christophe’s lost his fire[.]”[] Christophe –

they have always placed great store on your reputation and expertise 

. . . .

Id. Laudamiel’s suggestion was,

Without of course interfering in internal Aeosphere matters[], you will 

understand that the special position of [FWGSA] makes me nervous 

not to hear a new plan when the clock is ticking, so if you could 

provide me with a little information, I would be very grateful. 

Know also no matter how hard you try to conceal it, people such as 

Battelle did feel something was not going round in the past phone 

conferences, for instance that Christophe is losing his usual passion 

and flame, and that worries people because this is key for Aeosphere.

JX 122 at FWGSA 009916.

Matthew points out that the Collaboration Agreement did not allow FWGSA 

to terminate for ten years—although winding up Aeosphere presented another way 

out. Pl.’s Opening Post-Trial Br. 14 n.7.

78 Trial Tr. vol. II, 488-89 (Yule).

79 JX 38.

80 JX 42 at SM031529.

81 Capua Dep. 154-55 (“[A]fter [Matthew] . . . closed down the negotiations with 

no reason to me. . . . I decided this was the only solution.”); see also Trial Tr. 

vol. IV, 836-37 (Laudamiel) (describing the period around April 22 and explaining 

that he and Capua “were running out of solutions, suggestions, to Mr. Matthew”);

Oral Arg. Tr. 67-69, 76-77. 
17

Capua and Matthew exchanged a few emails after April 23, in which

Matthew reminded Capua that they “have responsibility to act according to [their] 

company’s amended operating agreement.”82 Laudamiel forwarded Yule certain

April 23 emails sent by Matthew rejecting Capua’s suggestion to become CEO—

apparently at Yule’s request83 and against Matthew’s instructions about 

confidentiality.84 On April 27, Yule sent an email to Matthew making clear that 

FWGSA considered Laudamiel the critical business partner and that he needed to 

inform his board of the conflict.85 That email expressed a hope that “peace” would 

be achieved but also “implore[d] [Matthew] to quickly identify a way in which the 

business can be divisionalised or if necessary separated, in order for all parties to 

move forward.”86 Yule hoped the email would be helpful to Laudamiel and 

Capua,87 but did not discuss his concerns with Margrita.88 In an April 29 reply, 

Matthew explained to Yule that Aeosphere, as a team, was committed to working 

with FWGSA.89 

 

82 JX 42 at SM031528.

83 JX 123 at FWGSA 009985. Yule did not “recall having any concern about 

confidentiality at the time.” Trial Tr. vol. III, 619-20 (Yule).

84 JX 123 at FWGSA 009986. 

85 JX 44 at FWGSA 066884.

86 JX 124 at FWGSA 010053.

87 Id.

88 Trial Tr. vol. IV, 932-33 (Margrita).

89 JX 125.
18

Capua claims that he consulted counsel and decided, around May 3, to hold 

an emergency meeting on May 4 to wind up the company.

90

 Yet on April 28 and 

29, Laudamiel wrote emails to Yule discussing a “Commando Operation” and 

“DDay.”91 It is equally clear that Laudamiel was anticipating an important event 

(at a minimum, withdrawing money from Aeosphere’s bank accounts92) and that 

Yule had no idea what Laudamiel meant.93 On April 29 and 30, Laudamiel took 

over $145,000 from Aeosphere’s account, of which $70,000 was distributed to 

Action 1.94 Matthew was only given a day’s notice of the emergency meeting.95 

Attached to the email notice was an agenda setting forth dissolution and windingup as the top item on the list.96

Matthew did not attend the May 4 meeting.97 Regardless, Laudamiel and 

Capua took a vote “to cease operations, wind up the affairs of the Company and 

 

90 See Capua Dep. 150-51 (explaining that he spoke with counsel before making 

his “decision to call th[e] meeting” and that he “probably” did not know about 

calling the meeting until May 3).

91 JX 158 at FWGSA 010215.

92 Laudamiel admitted that he knew of the emergency meeting and dissolution vote 

by (at least) late April or early May. See Trial Tr. vol. III, 721-24 (Laudamiel). 

The Court notes that Laudamiel and Capua could, in theory, vote on the matter 

without violating the LLC Agreement; it was the subsequent action in accordance 

with the non-unanimous vote that breached the LLC Agreement.

93 See Trial Tr. vol. II, 505-06 (Yule); Trial Tr. vol. III, 707, 756-57 (Laudamiel).

94 JX 111; Trial Tr. vol. III, 707, 709-11, 715-20 (Laudamiel).

95 JX 109 (email about the emergency meeting); JX 110 (noting that Matthew had 

“acknowledged receipt of” the information).

96 JX 109.

97 JX 110 at LCA 001576.
19

dissolve as soon as is practical in order to preserve important Company rights and 

avoid further Company liabilities.”98 Votes were taken to terminate Matthew’s 

employment, and Laudamiel was placed in charge of overseeing Aeosphere’s 

winding up and liquidation.99 Capua understood that he was putting himself at risk 

of a lawsuit for breach of the LLC Agreement.100 Laudamiel also understood that 

Matthew had some rights under the LLC Agreement.101 In letters of that same 

date, Laudamiel assigned himself equipment in the Berlin office and “scents, scent 

formulas, scent conventions and annotations and test designs” and assigned 

Matthew equipment in the London office and “rights to the libretto of the 

ScentOpera ‘Green Aria.’”102

Laudamiel emailed Yule that same day, informing him that it was “GAME 

OVER” and that he and Capua would soon “be back up and running, AND 

FREE.”103 The next day, Yule emailed Battelle to assure it of FWGSA’s continued 

“commitment to the development of scenting solutions for HVAC applications.”104 

By that time, FWGSA and other entities with business ties had received notice that 

 

98 Id.

99 Id. at LCA 001576-77.

100 Capua Dep. 166-68.

101 See Trial Tr. vol. III, 704-05 (Laudamiel).

102 JX 110 at LCA 001580-81.

103 JX 126.

104 JX 159 at FWGSA 010272 (“Please be aware that this has no impact on Fläkt 

Woods’ commitment to the development of scenting solutions . . . . I do not expect 

it will be long before Christophe is once again in a position to lend his technical 

and creative support to this process.”).
20

Aeosphere was in the process of winding up.105 Yule explained at trial that he sent 

this email because he was interested in “a license that [he] may be able to sell to 

somebody else.”106 However, Matthew observes that there were contractual 

barriers, including Battelle’s consent and potential rights of Aeosphere.107

Laudamiel formed DreamAir on May 7, but must have planned for this entity in 

advance, judging from the documents filed that day.

108 On May 10, Matthew 

emailed Yule to inform him that “[Matthew’s] partners in Aeosphere LLC[] have 

taken steps to dissolve the company” unlawfully and that he intended “to protect 

[his] rights and interest.”

109

 Laudamiel caused the filing of Aeosphere’s certificate 

of cancellation on May 12, 2010110 and forwarded a copy to Yule.111 At the time of 

dissolution and winding up, Aeosphere had $21,000 in its bank account.112

D. Post-Winding Up Events

One day after receiving the certificate, Yule informed Battelle that he invited

Laudamiel (who “remain[ed] a passionate supporter of EF[E]T”) and Capua to join 

 

105 See id. at FWGSA 010272-73.

106 Trial Tr. vol. III, 626 (Yule).

107 Pl.’s Opening Post-Trial Br. 22 (citing JX 5 at FWGSA_000007, 

FWGSA_000009; JX 6 § 4).

108 JX 240; Trial Tr. vol. III, 737-45 (Laudamiel) (questioning Laudamiel about the 

events surrounding the filing).

109 JX 48 at FWGSA 096730.

110 JX 405.

111 JX 129 (informing Yule that “[t]he Dissolution documents were signed 

yesterday and filed today with the State of Delaware”).

112 See JX 434 at Schedule 7 (closing balance sheet).
21

their conference call regarding EFET.113 The email expressed a willingness of 

Capua and Laudamiel to fund further testing efforts, including by sending a 

Battelle engineer to FWGSA’s testing facility in Sweden.

114

The next set of communication Matthew highlights involves a July 28 email

from Capua seeking clarification on the business relationship between DreamAir 

and FWGSA: “[W]e really need to understand how our relationship is going to 

start.”

115

 He continued, “I know that you are very busy in more important issue[s]

that involve your company but please do not forget about us.”116 Yule replied that 

his “assumption has been that DreamAir will simply inherit the terms of the 

agreement previously in place with Aeosphere” but that “[a]s [they] will initially 

be primarily working with the Prolitec equipment, [FWGSA’s] margins will be far 

smaller.”117 Yule sent DreamAir a draft Collaboration Agreement in October 

2010118 and encouraged Laudamiel to sign.119 Changes included provisions 

allowing them “to revisit all of the substantive clauses at a later date.”120 They

 

113 JX 161 at FWGSA 010391.

114 Id.; Trial Tr. vol. III, 747 (Laudamiel).

115 JX 162 at FWGSA 010618.

116 Id.

117 Id. at FWGSA 010617.

118 See JX 163 (draft agreement).

119 JX 168 at FWGSA 007007; Trial Tr. vol. III, 642 (Yule).

120 Trial Tr. vol. III, 679-81 (Yule); see also JX 163 at FWGSA 003692-93.
22

never formalized the contract.121 Ultimately, DreamAir sold Prolitec units and 

Prolitec scents.122

E. Procedural Posture

This litigation has a long history. Matthew filed his original claim in 

November 2010 against Laudamiel, Capua, Action 1, FWGSA, and SEMCO.

123

 In 

February 2012, the Court dismissed claims against SEMCO and FWGSA for lack 

of personal jurisdiction and certain counterclaims filed by Laudamiel, Capua, and 

Action 1.

124

 The Supreme Court later reversed that decision in part, finding that 

the Court had personal jurisdiction over FWGSA based on the conspiracy theory of 

personal jurisdiction.125 Matthew added DreamAir and FWL in later amended 

complaints. He moved for partial summary judgment on claims for breach of the 

LLC Agreement and conversion, which led to a June 2012 opinion generally 

denying the motion.126 However, the Court explained that, “unless the Manager 

Defendants prevail on one of their affirmative defenses or Matthew is unable to 

prove that he suffered any damages, [Laudamiel and Capua] will be liable for a 

 

121 Trial Tr. vol. II, at 529-31 (Yule).

122 See JX 199 (sales summary); Trial Tr. vol. III, 758 (Laudamiel) (“We were 

nowhere near, and I want to say one or two years away from actually having a 

[custom] scent sold in a Prolitec device.”).

123 Verified Compl. ¶¶ 7-11.

124 Matthew v. Laudamiel, 2012 WL 605589 (Del. Ch. Feb. 21, 2012); see also

Matthew v. Laudamiel, 2012 WL 983142 (Del. Ch. Mar. 20, 2012), rev’d sub nom.

Matthew v. Fläkt Woods Gp. SA, 56 A.3d 1023 (Del. 2012).

125 Matthew v. Fläkt Woods Gp. SA, 56 A.3d 1023 (Del. 2012).

126 Matthew v. Laudamiel, 2012 WL 2580572 (Del. Ch. June 29, 2012).
23

breach of § 5.2.6(b)(iii) of the LLC Agreement” by winding up Aeosphere without 

Matthew’s approval.127 

Capua and Action 1 reached a settlement with Matthew, and all relevant 

claims against them were dismissed with prejudice in April 2014.

128

 One condition 

of the settlement was Capua’s agreement to cease funding Laudamiel and 

DreamAir’s legal representation.129 Counsel for Laudamiel withdrew as of 

April 10, 2014,130 and Laudamiel proceeded as a self-represented litigant. One 

month later, the Court granted default judgment against DreamAir.131 Before trial, 

the Court granted summary judgment on one of Laudamiel’s counterclaims, 

finding that Matthew had not materially breached the LLC Agreement.132 The 

Court granted FWGSA’s motion for summary judgment on Matthew’s unjust 

enrichment claims but denied the attempt to dismiss the other claims against 

FWGSA.133

 

127 Id. at *8.

128 Stipulation and [Proposed] Order of Partial Dismissal, Apr. 10, 2014.

129 See Mot. of Defs. Christophe Laudamiel, Roberto Capua, Action 1 SRL, and 

DreamAir LLC to Withdraw Appearances of Their Att’ys of Record and for Stay 

of Case Management Schedule ¶ 3, Mar. 21, 2014.

130 Order Granting Mot. to Withdraw Appearances of Gregory V. Varallo and 

Kevin M. Gallagher of Richards, Layton & Finger, and Roger E. Barton and 

Randall L. Rasey of Barton LLP, Apr. 10, 2014.

131 Matthew v. Laudamiel, 2014 WL 2152353 (Del. Ch. May 22, 2014).

132 Matthew v. Laudamiel, 2014 WL 5499989 (Del. Ch. Oct. 30, 2014).

133 Matthew v. Laudamiel, 2014 WL 5904716, at *4 (Del. Ch. Nov. 12, 2014).
24

II. CONTENTIONS

By the time of trial, Matthew maintained breach of contract, breach of 

fiduciary duty, conversion, and unjust enrichment claims against Laudamiel; aiding 

and abetting and tortious interference with contract claims against FWGSA; and 

civil conspiracy claims against Laudamiel, FWGSA, and DreamAir.

134

 

Laudamiel’s counterclaims for non-material breach of contract135 and for breach of 

fiduciary duty remained as well. Laudamiel did not participate in post-trial 

briefing, but he did appear for trial and post-trial argument. Waiver generally 

operates to bar issues not briefed. Nonetheless, the Court is aware of the 

difficulties of proceeding as a self-represented litigant and will consider FWGSA’s 

arguments in determining whether Matthew has met his burdens to establish his 

claims and right to recovery. 

Matthew’s claims against Laudamiel, while differing in technical elements, 

largely seek to hold Laudamiel accountable for winding up Aeosphere and

pursuing its business without him. Matthew points to earlier opinions effectively 

finding Laudamiel liable for breach of contract with respect to winding up and 

 

134 Pl.’s Opening Post-Trial Br. 2.

135 While the Court in Matthew v. Laudamiel, 2014 WL 5499989 (Del. Ch. Oct. 30, 

2014) dismissed Laudamiel’s material breach counterclaims, id. at *2, it “[did] not 

dismiss claims for non-material breach which, perhaps, could justify minimal or 

nominal damages.” Id. at *2 n.11. Laudamiel only sought to allege claims of 

material breach, but those claims fell short of material breach, arguably remaining 

after summary judgment as claims for non-material breach.
25

employment termination. Matthew also alleges that Laudamiel contravened the 

LLC Agreement’s confidentiality provision. The conversion claim, too, is based

on violation of the LLC Agreement (in winding up), although this contractual 

violation is argued to have breached Delaware’s LLC Act. The fiduciary duty 

claims point to a self-interested effort to misappropriate the benefits of Aeosphere

resulting in violations and injury broader than that addressed by the LLC 

Agreement. Matthew’s unjust enrichment claim is similarly based on a scheme to 

“usurp[] Aeosphere’s assets and opportunities for [Laudamiel’s] personal 

benefit.”

136 The conspiracy claims against Laudamiel (and DreamAir and 

FWGSA) are said to have foundation in the above theories.

137 Matthew attacks

Laudamiel’s counterclaims by claiming a lack of breach, simple disagreement, and 

lack of demonstrable, material harm.

FWGSA attempts to frame the dispute such that the LLC Agreement 

governs all potential recovery. Laudamiel’s argument perhaps is best described as 

an effort to clarify and explain his conduct. He did not analyze the legal elements 

of Matthew’s claims or his own counterclaims. Matthew’s arguments in reply 

emphasize waiver.

 

136 Pl.’s Opening Post-Trial Br. 35.

137 Pl.’s Post-Trial Reply Br. 27 (identifying breach of fiduciary duty, conversion, 

and unjust enrichment in support of the conspiracy claims).
26

The theories of liability remaining against FWGSA are aiding and abetting, 

tortious interference, and civil conspiracy. With respect to the aiding and abetting 

claims, Matthew argues that Laudamiel breached his duty of loyalty by favoring

personal interests, failing to deal candidly with Matthew, sharing confidential 

information with business partners, improperly winding up Aeosphere, terminating 

Matthew, and generally engaging in a scheme to remove Matthew and take 

Aeosphere’s “most valuable assets” for his own business.138 According to 

Matthew, there is enough evidence (direct and circumstantial) to find that FWGSA 

(through Yule) “knowingly facilitated Mr. Laudamiel’s breach of trust,”139or

engaged in a scheme to push Matthew out of Aeosphere and misappropriate the 

Company’s assets. Matthew further draws on a number of emails to illustrate the 

breadth of Defendants’ actions and the harm he suffered. FWGSA attacks the 

aiding and abetting claims by arguing that Laudamiel acted in the best interests of 

Aeosphere,

140 that contract claims supersede the fiduciary duty claims, that 

FWGSA did not knowingly act to facilitate a breach by Laudamiel, and that no 

damages resulted from any breach. While directly attacking the elements of the 

claims, FWGSA also explains Yule’s actions in the overall business context.

 

138 Pl.’s Opening Post-Trial Br. 31-32.

139 Id. at 37.

140 At oral argument, FWGSA offered that Laudamiel’s conduct before winding up 

Aeosphere (such as engaging in communications without Matthew) should not be 

evaluated as interested transactions because there was no associated financial 

benefit. Oral Arg. Tr. 82-83.
27

Matthew’s tortious interference claims similarly draw on direct and 

circumstantial evidence. The focus here, though, is on Yule’s knowledge of 

Matthew’s employment agreement and the LLC Agreement and his actions 

encouraging violation of those contracts. Matthew alleges that FWGSA is liable in

tort because Yule encouraged Capua and Laudamiel’s breaches, knowing that 

Matthew was a co-CEO of Aeosphere and having notice of the LLC Agreement 

(the latter, two days before the certificate of cancellation was filed). On the other 

hand, FWGSA asserts that Matthew’s claims must fail because FWGSA did not 

know of “both the [LLC Agreement and the employment] contract[s] and the 

specific provision[s] allegedly interfered with,”

141 no act of FWGSA caused a 

breach, the Collaboration Agreement justified FWGSA’s acts, and Matthew 

suffered no damages.

Finally, on the civil conspiracy claims, Matthew describes a conspiracy “for 

the ultimate purpose of misappropriating Aeosphere’s assets to Mr. Matthew’s 

exclusion, actions which were not limited to (but pre-dated and post-dated) the 

Company’s winding up.”142 He bases the claims on Laudamiel’s breach of 

fiduciary duty, conversion (as a statutory violation), and unjust enrichment and

adds that the direct and circumstantial evidence presented at trial is sufficient to 

establish the conspiracy. FWGSA responds that the claims against it must fail 

 

141 Defs.’ Post-Trial Answering Br. 39.

142 Pl.’s Opening Post-Trial Br. 43.
28

because, similar to the aiding and abetting claims, it did not knowingly participate. 

It disputes the showing of any tort and explains that the members of Aeosphere

made the consequential decisions, including the one to wind up Aeosphere.

Matthew’s claims for damages rest on the value of his interest in Aeosphere 

and the value of his employment agreement. With respect to Aeosphere, the 

parties primarily debate whether a discounted cash flow or liquidation143 approach

better accounts for its value and, if using the former, whether Aeosphere was a 

start-up or early development stage company. Matthew highlights factors such as 

Capua’s financing commitment and Aeosphere’s low capital requirements, 

valuable contracts with established companies like FWGSA, and ability to proceed 

whether or not EFET materialized. In response, FWGSA emphasizes Aeosphere’s 

cash shortage, Capua’s refusal to contribute additional funds, the management 

conflict, and EFET’s poor prospects. Related debates include the reliability of the 

valuation inputs, the effect of Capua’s preferred units on the calculations, and the 

extent to which the Court may consider facts that post-date Aeosphere’s 

dissolution. These issues account for the difference between Matthew’s measure 

($3,184,000) and FWGSA’s measure ($0) of Matthew’s ownership interest.

 

143 Counsel for FWGSA suggested some distinction between a traditional 

liquidation methodology and its expert’s approach. Oral Arg. Tr. 101 (“I don’t 

think [the expert] was really performing a liquidation analysis. What he did was to 

say, ‘I don't think this is a going concern.’”). Because the expert’s approach 

assumed Aeosphere was not a going concern and for simplicity and convenience, 

the Court nonetheless refers to this approach as the liquidation approach.
29

Additionally, Matthew contends that he should recover the expected value of

his (five-year) employment agreement ($1.4 million) because of Defendants’ 

tortious conduct. FWGSA counters that Matthew has not shown that the alleged 

wrongful conduct caused the loss in payment. Rather, Aeosphere had insufficient 

funds to continue its operations and neither Laudamiel nor Capua was willing to 

act to fund Matthew’s salary. The damages dispute ends with Matthew requesting

pre-judgment interest for his opportunity costs, compounded quarterly, and 

FWGSA advocating for simple interest, if any.

III. ANALYSIS

A. Legal Standard

For Matthew to recover, he must prove his case by a preponderance of the 

evidence.144 He bears the burden of proving that “certain evidence, when 

compared to the evidence opposed to it, has the more convincing force.”

145

 

Laudamiel’s status as a self-represented litigant is afforded some consideration, but 

Laudamiel chose not to submit post-trial briefing despite inclusion in the 

scheduling process.

146

 Issues not briefed are “generally” considered waived.147 

 

144 See Estate of Osborn ex rel. Osborn v. Kemp, 2009 WL 2586783, at *4 (Del. 

Ch. Aug. 20, 2009) (“Typically, in a post-trial opinion, the court evaluates the 

parties’ claims using a preponderance of the evidence standard.”), aff’d, 991 A.2d 

1153 (Del. 2010).

145 In re Mobilactive Media, LLC, 2013 WL 297950, at *9 (Del. Ch. Jan. 25, 2013) 

(internal quotation marks omitted).

146 See Oral Arg. Tr. 3-5.
30

Thus, the Court deals with the claims against Laudamiel for completeness and 

largely to determine FWGSA’s liability. Because Matthew needs to support his 

claims for damages, FWGSA’s counter-presentation will be considered broadly.

B. The Direct Claims

1. Contract Claims

Earlier opinions largely dictate the result on Matthew’s contract claims, and 

the Court need not belabor the point here. In June 2012, the Court held that

section 5.2.6(b)(iii) of the LLC Agreement required a unanimous vote to wind up 

Aeosphere.148 Although not specifically the subject of that opinion, 

sections 5.2.6(b)(i) and (ii) fall under the same umbrella: a unanimous vote was 

required to terminate Matthew’s employment agreement and dispose Aeosphere’s 

assets.149 Matthew did not vote to terminate his employment agreement, wind up 

Aeosphere, or divide the assets. There is also an allegation that Laudamiel 

breached Section 10.10 of the LLC Agreement, which prohibited use and 

disclosure of “financial or business data, . . . contracts or agreements entered into 

by or on behalf of [Aeosphere,] or other proprietary information.”

150

 Laudamiel 

 

147 See Del. Transit Corp. v. Amalgamated Transit Union Local 842, 34 A.3d 1064, 

1068 n.4 (Del. 2011).

148 Matthew v. Laudamiel, 2012 WL 2580572, at *8 (Del. Ch. June 29, 2012).

149 Id. (“The only reasonable interpretation of § 5.2.6(b) is that it required the 

approval of all three Managers to approve the enumerated actions.”).

150 LLC Agreement § 10.10. In the Pretrial Stipulation and Order, Matthew raised 

the question of whether the emergency meeting was properly called. Stip. § III.A 
31

undoubtedly shared information about separation discussions with FWGSA. He 

sought Yule’s help to push along confidential separation negotiations. The 

question then, foreshadowed in the Court’s June 2012 opinion, is whether 

Laudamiel “prevail[s] on one of [his] affirmative defenses or Matthew is unable to 

prove that he suffered any damages.”

151

 

The Court provided a partial answer in an October 2014 opinion, in which it 

found that Matthew had not committed any material breach to excuse 

Laudamiel’s.

152

 Laudamiel maintained two counterclaims leading into trial: nonmaterial breach of contract and breach of fiduciary duty.153 These claims generally 

involve “(1) acting unilaterally without approval; (2) failing to agree on or approve 

various contracts or courses of action for Aeosphere; and (3) failing to attend 

important meetings and events.”154 Laudamiel did not participate in post-trial 

briefing, but at post-trial oral argument he noted Matthew’s failure to bring in 

clients as promised, a neglect of responsibility to prepare a business plan, and a 

 

¶ 4. This issue was not developed in the post-trial briefing, and any violation 

would not materially affect Matthew’s recovery.

151 Matthew v. Laudamiel, 2012 WL 2580572, at *8 (Del. Ch. June 29, 2012). The 

Court declined to grant Matthew’s motion for summary judgment on his 

conversion claim (based on breach of the LLC Agreement) for the same reasons. 

Id. at *11.

152 Matthew v. Laudamiel, 2014 WL 5499989 (Del. Ch. Oct. 30, 2014).

153 Def. Christophe Laudamiel’s Verified Answer to Fourth Am. Verified Compl. 

and Countercls. ¶¶ 111-18.

154 Matthew v. Laudamiel, 2014 WL 5499989, at *2 (Del. Ch. Oct. 30, 2014).
32

general sentiment that Matthew “killed” projects.

155

 The Court acknowledges the 

difficulty of proceeding as a self-represented litigant (and in a foreign language), 

but, as Matthew observes, Laudamiel has neither substantiated that the “harm” was 

more than legitimate disagreement between business partners nor proved losses 

from Matthew’s conduct.156

The Court discusses damages below. For present purposes, the Court 

observes that Matthew has only supported claims for his ownership interest in 

Aeosphere and compensation under his employment agreement.157 In his Opening 

Post-Trial Brief, Matthew does mention that he “should be granted equitable 

restitution for Mr. Laudamiel’s unjust enrichment (or, alternatively, the imposition 

of a constructive trust over any future income Mr. Laudamiel and DreamAir will 

receive by reason of their wrongful conduct).”

158

 His focus, however, is on the 

value of his units and his employment agreement, and he has not demonstrated 

 

155 Oral Arg. Tr. 108-09. He also briefly mentioned that Matthew would discuss 

projects with Yule alone, but he “had no problem with [that].” Id. at 107.

156 See Pl.’s Opening Post-Trial Br. 56-57 (incorporating Pl.’s Opening Pre-Trial 

Br. 28-33, 56-59).

157 The Joint Pre-Trial Stipulation and Order asks for an injunction against use of 

Aeosphere’s assets, an order for an accounting, a constructive trust, and attorneys’ 

fees and costs. Matthew does not seriously develop these claims in his post-trial 

briefing. Furthermore, Matthew has not convinced the Court to award attorneys’ 

fees against Laudamiel, a self-represented litigant.

158 Pl.’s Opening Post-Trial Br. 35.
33

enrichment beyond the value captured by his share of Aeosphere.

159

 This point is 

significant because Matthew cannot recover multiple times on his various theories. 

The Court is satisfied that Matthew’s showing on the breach of contract claims 

supports any damages that he can prove from the unlawful winding up of 

Aeosphere and termination of his employment agreement.

160

2. Non-Contract Claims

The Court analyzes Matthew’s non-contract claims against Laudamiel 

(breach of fiduciary duty, conversion, and unjust enrichment161) because of their 

potential impact on FWGSA’s liability. Matthew’s fiduciary duty claims look to 

Laudamiel’s conduct over the entirety of the Aeosphere-FWGSA relationship, with 

the winding up just one (though a “critical”

162) step along the way. In addition, 

Matthew alleges a breach of loyalty by the very acts of improperly winding up 

Aeosphere163 and failing in his “obligation to deal candidly” with Matthew.

164

 

FWGSA frames the dispute as one about discrete acts associated with violations of 

 

159 Cf. Pl.’s Opening Pre-Trial Br. 52 (“To the extent the Court may find after trial 

that Mr. Matthew cannot adequately be compensated by an award of damages, 

equitable restitution for unjust enrichment is appropriate.” (emphasis added)). An 

award of damages accounting for the value of the intellectual property taken 

should adequately compensate Matthew.

160 The argument for different remedies for tort and contract is discussed in the 

context of damages, infra.

161 The conspiracy claims are said to rest on these three underlying claims and are 

addressed in more detail in connection with the claims against FWGSA.

162 Pl.’s Post-Trial Reply Br. 1.

163 Id. at 25 n.6.

164 Pl.’s Opening Post-Trial Br. 31 (internal quotation marks omitted).
34

Sections 5.2.6(b)(i)-(iii), 9.3, and 10.10 of the LLC Agreement—namely firing 

Matthew, distributing Aeosphere’s assets, winding up Aeosphere, and disclosing 

confidential information.

165

Laudamiel breached his fiduciary duties if he acted for a purpose other than 

to promote the best interests of Aeosphere.166 Except for general arguments that 

the scent-related intellectual property rights he took were worthless to Matthew167

and that it was impossible to conduct business with Matthew, Laudamiel has not 

defended against Matthew’s claim of disloyalty in the winding up process, 

distributing Aeosphere’s assets in a way that would facilitate future scenting work, 

creating DreamAir, and filing the termination paperwork on May 12. Although the 

DreamAir-FWGSA partnership did not prove profitable, the Court cannot find that 

Laudamiel did not act in anticipation that it would. Laudamiel shared confidential 

information and, though often for the benefit of Aeosphere’s business, some of that 

sharing went toward asking for help in manipulating the negotiation process.

Matthew has met the prima facie requirements for fiduciary duty claims. These 

 

165 See, e.g., Defs.’ Post-Trial Answering Br. 35-36 (arguing that the contract 

claims bar the fiduciary duty claims); id. at 44 n.7 (noting “the primacy of contract 

theory”). 

166 “The duty of loyalty mandates that the best interest of the corporation and its 

shareholders takes precedence over any interest possessed by a director, officer or 

controlling shareholder and not shared by the stockholders generally.” In re 

Orchard Enters., Inc. S’holder Litig., 88 A.3d 1, 33 (Del. Ch. 2014) (alterations 

and internal quotation marks omitted). Although Laudamiel was a director of an 

LLC, no one disputes that he owed fiduciary duties to Aeosphere.

167 Oral Arg. Tr. 111-12.
35

claims remain to the extent that they might facilitate recovery against FWGSA.168 

Matthew has not shown injury independent of that subsumed by the contract or the 

fiduciary duty claims (and their indirect causes of action discussed below), and the 

Court need not address the conversion claims and the unjust enrichment claims in 

detail.169

C. The Indirect Claims

1. The Aiding and Abetting Claims

As relevant in light of the above, Matthew argues that the evidence shows 

conduct “so suspect” that the Court can find that FWGSA knowingly participated 

in Laudamiel’s breach of fiduciary duty.170 The elements of an aiding and abetting 

claim are “(1) the existence of a fiduciary relationship, (2) the fiduciary breached 

 

168 The Court is not deciding that every breach of contract that involves some 

planning or discussion supports a fiduciary duty claim. The facts here show 

months of discussions, combined with potential pecuniary interests. These claims 

might have been dismissed if Laudamiel had retained an attorney, but the Court 

will not act on such speculation.

169 The conversion claim involves unlawfully depriving Matthew of his units, 

covered by damages the Court will award for the violation of LLC Agreement 

§ 5.2.6(b)(iii). The Court notes, without deciding, that it seems circular to find an 

independent statutory claim for violating a contract, based on the LLC Act’s 

facilitation of private ordering. See Pl.’s Opening Post-Trial Br. 34 (invoking 6 

Del. C. § 18-801(a)(1)-(2)).

The unjust enrichment claims were based on “the unlawful winding up of 

Aeosphere, which represented the culmination of . . . [the] scheme . . . to remove

Mr. Matthew . . . , for the purpose of usurping Aeosphere’s assets and 

opportunities for [Laudamiel’s] benefit,” rather than an injury independent of that 

already discussed. Id. at 35. See also supra note 159.

170 Pl.’s Opening Post-Trial Br. 37.
36

its duty, (3) a nonfiduciary defendant knowingly participated in a breach, and 

(4) damages to the plaintiff resulted from the concerted action of the fiduciary and 

nonfiduciary.”171 The Court does not require a figurative smoking gun, and 

knowledge can be inferred under circumstances where conduct is particularly 

suspect.172 Knowing participation requires a showing “that the nonfiduciary 

act[ed] with the knowledge that the conduct advocated or assisted constitutes such 

a breach.”173

Matthew characterizes Yule’s wrongdoing as “an executive at . . . a 

contractual partner of Aeosphere[] interject[ing] himself into an internal dispute 

within the company.”

174

 Matthew’s analysis of Yule’s knowledge, accordingly, 

looks to the “overall course of conduct with the motive and objective of removing 

 

171 Triton Constr. Co. v. E. Shore Elec. Servs., Inc., 2009 WL 1387115, at *16 

(Del. Ch. May 18, 2009), aff’d, 988 A.2d 938 (Del. 2010) (TABLE).

172 Id.

173 Id. As the Court explains in a footnote in Hexion Specialty Chemicals, Inc. v. 

Huntsman Corp., the requirement to show knowledge in an aiding and abetting 

claim is important to “facilitate[] the commercial interaction of corporate entities.” 

965 A.2d 715, 747 n.88 (Del. Ch. 2008). The alternative would produce an 

undesirable result: “whether a particular act by a board constitutes a breach of 

fiduciary duty is highly context specific, such third-parties would have to 

undertake extensive due diligence in order to assure themselves that the board had 

not breached a duty in authorizing the transaction.” Id.

174 Oral Arg. Tr. 16. Matthew also specifies that Yule went too far by “assisting 

one side in that dispute, . . . facilitating their knowledge, [and] creating an 

imbalance in the knowledge between Mr. Matthew and the adverse parties.” Id.

at 23.
37

Mr. Matthew from Aeosphere.”175 Although parts of the story remain unclear, the

Court can find with confidence that Yule did not know until after the May 4 vote

that Capua’s and Laudamiel’s actions would be improper and that early May is a 

proper focal point for determining FWGSA’s liability. Further discussion of the 

facts is warranted, especially to explain why the Court does not find a broad and 

longstanding scheme to wind up Aeosphere.

Matthew begins his Opening Post-Trial Brief by discussing the events of 

October 2009. By then, Aeosphere’s members were considering separate divisions 

of, and roles within, Aeosphere. Over the following months, Matthew was 

excluded from meetings and communication. By February, Capua and Matthew 

were discussing a split of the company and had retained counsel, signifying the 

seriousness of their attempt to resolve the problems. An email from April 7 

suggests that Matthew had decided to walk away from negotiations, but the 

negotiations continued. Capua has asserted that Matthew’s April 23 email was the 

final straw.176 Capua claims to have consulted his counsel at that point and to have 

decided to dissolve Aeosphere. 

Yule, of course, played some role in the managers’ dispute, as the email 

record proves. Matthew did not authorize discussions of internal affairs, but both 

sides asked Yule for help to a certain degree. Yule was not opposed to working 

 

175 Id. at 20.

176 Id. at 76-77; JX 39.
38

with Matthew, although Yule stated that Laudamiel provided more value to the 

collaboration. Yule also told at least one business partner about Aeosphere’s 

management difficulties. On April 28, Laudamiel informed Yule about the 

“Commando Operation” through an email asking for more time to review certain 

terms with Prolitec and mentioning unexpectedly “find[ing] the jungle in New 

York.”177 It was not until May 10, however, only two days before the certificate of 

cancellation was filed, that Yule received from Matthew actual notice that Capua 

and Laudamiel possibly violated the LLC Agreement.

178

One could argue that the negotiations for a mutual agreement on splitting 

Aeosphere were pretextual and part of a bigger secret plan, of which Yule knew 

early on. Nonetheless, evidence of continued business through months of 

negotiations and the eventual involvement of counsel makes Defendants’ position 

the more probable.179 A longstanding scheme to push someone out and steal assets 

is not consistent with spending months in negotiations with that person and

 

177 JX 158 at FWGSA 010215. Laudamiel contends that the dissolution decision 

came in May, Oral Arg. Tr. 106, but a privilege log entry discussed at trial suggests 

that Laudamiel was aware of a preliminary agenda for the emergency meeting by 

April 29. Trial Tr. vol. III, 712-14 (Laudamiel).

178 Oral Arg. Tr. 87-88; JX 48 at FWGSA 096730.

179 Matthew argues that the Court can infer knowledge or rely on circumstantial 

evidence in support of his various claims. Circumstantial evidence can prove a

fact if the fact “follows as a natural or very probable conclusion from the facts 

actually proven.” In re Purported Last Will & Testament of Langmeier, 466 A.2d 

386, 402 (Del. Ch. 1983). The Court reaches its factual conclusions with this 

authority in mind.
39

notifying him of a meeting at which he could vote in opposition.

180

 The July 28 

email from Capua pleading that Yule “not forget about [DreamAir]” and the 

Collaboration Agreement markup offer further support. If Capua, Laudamiel, and 

Yule contrived to take the Scent Project for themselves, Capua should not have had 

to implore Yule to move forward with the DreamAir-FWGSA relationship. The 

agreement Yule proposed would likely not have avoided concrete terms. 

At most, the Court can find that Laudamiel and Capua formed a plan, by late 

April, to engage in a “Commando Operation” of withdrawing cash181 and calling 

an emergency meeting to pursue, among other items, dissolution.

182

 Yule’s 

(literally fitting) response to the “Commando Operation” email, imagining 

Laudamiel “crawling through the undergrowth in . . . camo-paint,”183 suggests that 

he was clueless about Laudamiel’s intentions (but was trying to be socially 

responsive).184 That Yule was involved in confidential communications and 

clearly favored Laudamiel does not lead to a natural or probable conclusion that he 

 

180 Matthew had notice but chose not to participate in the May 4, 2010, meeting. 

JX 110 at LCA 001576 (emergency meeting minutes).

181 JX 158.

182 JX 109.

183 JX 158 at FWGSA 010215.

184 Yule’s email said, “Good luck with the raid!” Id. Yet it does not make sense 

that Yule would send Laudamiel a “rush” request to read and comment on 

“Flaktwoods – Prolitec business terms” if he knew that Laudamiel was occupied 

with a crucial part of their alleged scheme. See id. at FWGSA 010215-16.
40

knew about the emergency meeting and that Capua and Laudamiel would engage 

in wrongful conduct.

By May 10, Yule knew that Matthew thought the winding up had been 

conducted unlawfully. That said, there is no direct evidence that Yule knew he

was advocating wrongdoing by pushing the parties to resolve their differences,

185

and his actions between May 4 and 12186 are not so suspect that the Court can infer 

knowing participation in the illicit winding up effort.

187

 At most, Yule emailed 

business partners (who had previously received notice of the winding up on 

May 5), asked for documentation that Aeosphere was no longer in business,188 and 

invited Laudamiel to join a conference call (sometime between May 12 and 13).

189

 

Yule walked the line by expressing his opinions throughout the entire Aeosphere-

 

185 Yule testified that he had never received a copy of the LLC Agreement. Trial 

Tr. vol. II, 479, 501 (Yule). On cross examination, he was questioned about the 

extent of his knowledge of Laudamiel’s employment rights, but not his lack of 

receipt. See Trial Tr. vol. III, 653-56 (Yule). The Court does not seek to create an 

insurmountable burden of due diligence in commercial transactions with third 

parties by requiring in depth knowledge of all governing documents to avoid 

contributing to a potential breach.

186 Once the certificate of cancellation was filed on May 12, Capua and Laudamiel 

no longer owed fiduciary duties to Aeosphere. See Comerica Bank v. Global 

Payments Direct, Inc., 2014 WL 3779025, at *14 n.120 (Del. Ch. Aug. 1, 2014) 

(citing cases to distinguish between duties owed before and after termination of a 

joint venture).

187 See Pl.’s Opening Post-Trial Br. 16-23 (reciting facts).

188 Trial Tr. vol. II, 510-11 (Yule); see also JX 129 (May 12 email from Laudamiel 

attaching minutes from May 4).

189 See JX 161 at FWGSA 010391. In a May 13 email, Yule indicates that he has 

invited Capua and Laudamiel to join the call. That email followed an email from 

May 12 in which Yule mentioned looking forward to the call. 
41

FWGSA relationship, but the evidence does not show that he knowingly 

participated in a breach of fiduciary duties relating to the winding up effort.

Admittedly, there is ample evidence that Yule conveyed information about 

management conflict to a third party and participated in discussions about 

management issues to an extent unknown by (and actively concealed from) 

Matthew. However, Aeosphere and its members suffered no harm from these acts. 

It is likely that Yule had a sense of the disagreement from Matthew and 

Laudamiel’s attempts to communicate with him on an individual basis. Despite 

Matthew’s attempts to keep negotiations confidential, Matthew’s yelling at 

Laudamiel at a Scent Opera venue was no secret. Yule’s statement to a potential 

third-party partner that Matthew was soon to leave did not cause that partner to 

terminate relations with either FWGSA or Aeosphere.190 If anything, the 

negotiations with business partners enhanced Aeosphere’s profitability. Yule 

explained that Laudamiel was the more valuable co-CEO to FWGSA—a scenting 

project needs a skilled perfumer—and that appears to have been true despite 

Matthew’s contrary personal beliefs. The Court fails to see how Yule’s repeating 

true information is actionable misconduct. The emails do not say that Matthew 

must quit or be fired. Yule stated that he was willing to work with both co-CEOs. 

Reminding the managers that their squabbles were hurting business is generally not 

 

190 See JX 157 at FWGSA 009532.
42

objectionable. Instructing the managers to end their relationship lawfully, in the 

right context, is not necessarily wrongful.

Matthew’s argument that Capua and Laudamiel would not have dissolved 

Aeosphere without assurance of Yule’s support, raised in the context of the tortious 

interference claims, is also relevant on the point of resulting damages.

191

 Capua 

and Laudamiel clearly valued FWGSA’s support, but the inferences that can be 

drawn from Yule’s “poor set of words”192 do not outweigh the testimony and 

emails showing independent disagreement among Aeosphere’s members and the 

escalation of the negotiations. Yule had expressed support for Laudamiel since at 

least October and sent his 100% commitment email in January.

193 The managers

subsequently engaged in months of negotiations. Yule’s belated involvement at 

most accelerated the already inevitable deterioration in Aeosphere’s management 

relationships—it did not cause independent harm.194 In sum, the aiding and 

abetting claims fail for lack of knowing participation and harm.

 

191 E.g., Pl.’s Post-Trial Reply Br. 27. 

192 Trial Tr. vol. II, 469 (Yule).

193 See Pl.’s Opening Post-Trial Br. 4-5 (citing the October 23 email to create a 

scheduling conflict).

194 The Court finds that while Yule was aware that Laudamiel and Capua were 

taking a hard line with Mathew, there is no indication that Yule knew prior to the 

dissolution meeting that unanimous approval was required to oust Matthew or that 

doing so without unanimous approval would violate the LLC agreement. Yule was 

on notice of the dissolution’s impropriety only after Matthew so informed him in a 

post-meeting email, JX 48 at FWGSA 096730, which Yule may or may not have 

believed.
43

2. The Tortious Interference Claims

FWGSA’s opposition to the tortious interference claims centers around 

whether Yule had the requisite knowledge of the LLC Agreement (and its 

particular provisions), the causal chain, and justification. A claim for tortious 

interference requires that “(1) there was a contract, (2) about which the particular 

defendant knew, (3) an intentional act that was a significant factor in causing the 

breach of contract, (4) the act was without justification, and (5) it caused injury.”195 

Tortious interference involves not only knowledge that a contract exists but also 

intent to interfere with that contract.196 The justification element depends on 

factors such as:

(a) the nature of the actor’s conduct,

(b) the actor’s motive,

(c) the interests of the other with which the actor’s conduct interferes,

(d) the interests sought to be advanced by the actor,

(e) the social interests in protecting the freedom of action of the actor 

and the contractual interests of the other,

(f) the proximity or remoteness of the actor’s conduct to the 

interference and

(g) the relations between the parties.197

 

195 WaveDivision Hldgs., LLC v. Highland Capital Mgmt., L.P.

(“WaveDivision II”), 49 A.3d 1168, 1174 (Del. 2012) (internal quotation marks 

omitted).

196 NAMA Hldgs., LLC v. Related WMC LLC, 2014 WL 6436647, at *28 (Del. Ch. 

Nov. 17, 2014).

197 WaveDivision II, 49 A.3d at 1174 (citing Restatement (Second) of Torts § 767 

(1979)).
44

The Court evaluates tortious interference claims, including possible justification, 

mindful that “some types of intentional interference with contractual relations are a 

legitimate part of doing business.”198

Again, the Court starts with the premise that the potential violations are 

disclosure of confidential information and unlawful acts associated with windingup, not a broad scheme. The tortious interference analysis focuses on Yule’s 

knowledge of the LLC Agreement and attached employment contract, but the 

relevant facts are similar to those above. Yule had not known about the LLC 

Agreement (much less that Capua and Laudamiel were violating any provision of 

it) until May 10. As between the time of notice and the time that Laudamiel filed 

the certificate of cancellation (two days later), Matthew points to no act that 

significantly affected the filing of the certificate of cancellation or resulted in loss 

to Aeosphere, as discussed above.

As previously mentioned, Matthew argues that Capua would not have 

wound up Aeosphere if he did not have Yule’s commitment to work with a new 

business.199 For support, Matthew quotes a deposition passage in which Capua 

addressed the topic of asking Yule whether he would be willing to work with 

successors to Aeosphere, where Aeosphere would be divided into two companies 

 

198 NAMA Hldgs., LLC, 2014 WL 6436647, at *26.

199 Pl.’s Opening Post-Trial Br. 42 (citing Capua Dep. 115); Pl.’s Post-Trial Reply 

Br. 26-27.
45

led by Matthew and Laudamiel separately. Capua also recalled a concern that 

“without Flakt Woods Aeosphere would collapse.”200 At most, such facts could 

support an inference that Yule’s support was significant in Capua’s decision to 

wind up Aeosphere. However, Capua’s conduct is not at issue, and expressing a 

willingness to work with two different businesses does not show that Yule knew 

about the LLC Agreement, intended a breach of that agreement, or acted between 

May 10 and 12 to effectuate such a breach. If Yule’s support caused the harm of 

winding up Aeosphere, it would mean that Capua and Laudamiel wasted months of 

their time and legal fees in negotiations and in operating Aeosphere—the more 

likely scenario is that Capua and Laudamiel grew tired of dealing with Matthew.

With respect to the employment agreement (which was part of the LLC 

Agreement), Matthew alleges that there is enough evidence to find that Yule knew 

about it early on and intentionally interfered. He cites Yule’s testimony and the

Collaboration Agreement (with its amendments) that Matthew signed as co-CEO. 

On the other hand, Yule testified that he did not “know if [Matthew and 

Laudamiel] were working for Aeosphere with a salary or if they were simply 

shareholders and drawing dividends.”201 As FWGSA observes, the mere existence 

of an employment agreement does not permit a finding that an employee has a 

right to a term of continued employment—a number of cases addressing the 

 

200 Capua Dep. 115.

201 Trial Tr. vol. II, 502 (Yule).
46

implied covenant of good faith and fair dealing recognize a presumption under 

Delaware law that employment contracts are “at-will in nature with duration 

indefinite.”

202

 That one can interfere without understanding the legal effect of a 

contract does not negate the requirement of intending to interfere with something 

in the first place. There is also no reason to doubt Yule’s position that FWGSA 

would have been amenable to working with Aeosphere as two separate companies

or that he hoped that “peace” would ensue. Even if there were some knowledge of 

a contract, Matthew has failed to establish the critical element of intent to interfere 

with Matthew’s employment.

Additionally, FWGSA prevails on the justification element. Yule expressed 

that Laudamiel’s skill was more valuable to FWGSA, a true statement, and did not 

make overt threats.

203 He did, however, exert pressure (at times prompted by 

Laudamiel), and there was some disingenuousness in his representation that 

FWGSA’s board would get involved. More importantly, though, FWGSA was 

invested in a Collaboration Agreement that it hoped would differentiate itself from 

 

202 Defs.’ Post-Trial Answering Br. 40-41 (quoting Bailey v. City of Wilm., 766 

A.2d 477, 480 (Del. 2001)).

203 See generally Def. Fläkt Woods Group SA’s Mem. of Law in Supp. of Its Mot. 

for Summ. J. 25-32. Matthew also incorporates earlier filings on the justification 

issue. See Pl.’s Opening Pre-Trial Br. 45-49.
47

the competition in the air-handling market, and therefore had a proper motive204

(and interest205) in urging its business partner206 to resolve its management 

disputes. FWGSA concedes that Yule’s conduct interfered with valid contracts, 

but justification does not require all factors to be met. Finally, as noted above, the 

weight of the evidence is that Yule was not the deciding factor in the winding up 

(although Yule did cause some disclosure of confidential information for which the 

Court has found no independent injury). The Court cannot ignore the progression 

of the separation negotiations and the value of the Scent Project to FWGSA and 

Aeosphere. Therefore, for reasons of justification and lack of knowledge, intent,

and injury, the tortious interference claims fail.

3. The Conspiracy Claims

FWGSA argues that the conspiracy claim must fail for the reasons the aiding 

and abetting claims do: namely the lack of a wrongful act, knowing participation, 

 

204 See WaveDivision II, 49 A.3d at 1174 (“Only if the defendant’s sole motive was 

to interfere with the contract will this factor support a finding of improper 

interference.”).

205 See WaveDivision Hldgs., LLC v. Highland Capital Mgmt. L.P. 

(“WaveDivision I”), 2012 WL 3224310, at *12 (Del. Super. Aug. 7, 2012) (“It was 

not improper for the defendants to interfere with the Wave Agreements in order to 

protect their own financial interest in Millennium.”). However, both FWGSA’s 

interest in protecting its investment in the Scent Project and Matthew’s interest in 

his contract rights without interference by third parties were important. See id. at 

*13 (discussing “[t]he societal interests in protecting the freedom of action of the 

actor and the contractual interests of the other.” (emphasis removed)).

206 The parties’ economic relationship weighs in favor of justifying FWGSA’s 

involvement. Id.
48

and harm.

207

 A claim for conspiracy requires “(1) [a] confederation or combination 

of two or more persons; (2) [a]n unlawful act done in furtherance of the 

conspiracy; and (3) [a]ctual damage.”208 Because “a plaintiff often cannot produce 

direct evidence of a conspiracy,” circumstantial evidence can be offered as “‘proof 

that it occurred.’”

209

 Without rehashing the arguments above, the claims of 

FWGSA’s involvement in a “conspiracy” of breaching confidentiality or excluding 

Matthew fail as against FWGSA because either (1) no act of Yule was in 

furtherance of winding up Aeosphere or (2) no actual losses resulted. There was 

no “confederation” involving FWGSA regarding dissolution, winding up, and 

terminating Matthew’s employment agreement—Yule did not know about Capua 

and Laudamiel’s plans until after their acts had occurred (and he did not cause any 

harm once he had notice of potential wrongdoing). The exchange of confidential 

information did not produce any quantifiable harm to Aeosphere or Matthew. In 

contrast, Matthew succeeds on his claim against DreamAir. Laudamiel acted to 

form DreamAir before Aeosphere’s certificate of cancellation was filed, and

(anyway) default judgment has been entered against DreamAir. The breaches of 

fiduciary duty by Laudamiel (at a minimum) support holding DreamAir

responsible for the damages, discussed below, on equal footing with Laudamiel. 

 

207 Defs.’ Post-Trial Answering Br. 43.

208 Nicolet, Inc. v. Nutt, 525 A.2d 146, 149-50 (Del. 1987).

209 Reid v. Siniscalchi, 2014 WL 6589342, at *6 (Del. Ch. Nov. 20, 2014).
49

Thus, Matthew’s conspiracy claims succeed to the extent that he can recover 

(once) for his injury.

D. Damages

Based on the above, Matthew maintains claims for damages against

Laudamiel and DreamAir but not FWGSA. Matthew seeks compensation for the 

value of his ownership interest in Aeosphere (the “remedy for conversion of . . . 

Matthew’s Aeosphere membership units”210) and his employment agreement (the 

remedy for “a breach that was tortiously encouraged . . . by FWGSA”

211). 

According to Matthew, these damages total $4,584,000 plus interest. Matthew

must prove that he is entitled to this amount to attain his full recovery, although the 

Court views its task as analogous to an appraisal and will exercise discretion in 

determining the appropriate valuation.

212

A few preliminary issues should be addressed. First, the Court declines to

balance the qualifications of the expert witnesses, Kevin Vannucci (“Vannucci”) 

 

210 Pl.’s Opening Post-Trial Br. 44.

211 Id. at 55. In the reply brief, Matthew frames the issue as a remedy for tortious 

interference, which the Court has already rejected. The Court will, however, 

consider the value of the employment contract for thoroughness and to address any 

lingering concern about Laudamiel’s liability.

212 See Montgomery Cellular Hldg. Co. v. Dobler, 880 A.2d 206, 221 (Del. 2005) 

(“In a statutory appraisal proceeding, each side has the burden of proving its 

respective valuation positions by a preponderance of the evidence. Even if one 

side fails to satisfy its burden, the Court . . . must use its own independent 

judgment to determine fair value.” (footnote omitted)). Again, the Court will 

consider FWGSA’s damages arguments broadly.
50

for Matthew and G. Matt Barberich, Jr. (“Barberich”) for FWGSA, other than to 

note that they were sufficient to present opinions at trial. Second, the parties do 

not argue that the LLC Agreement offers a standard for determining damages for a 

breach, although Section 9.3 governs how payments are to be made after 

dissolution. Third, consistent with an appraisal, the Court does not factor in events 

or facts unknowable as of the relevant date for valuation purposes, here May 12, 

2010.

213

 Finally, the Court has not sought out the details of Matthew’s settlement 

with Capua, but Matthew cannot recover twice for the same harm.

Amidst the debate over whether Aeosphere should be considered a going 

concern or should be treated as if it had been liquidated,214 the Court is convinced 

that neither side’s account presents the entire story. If Aeosphere were worthless, 

it does not make sense that Laudamiel would specifically assign himself 

 

213 See, e.g., Gearreald v. Just Care, Inc., 2012 WL 1569818, at *5 (Del. Ch. 

Apr. 30, 2012) (“The Court should consider all factors known or knowable as of 

the Merger Date that relate to the future prospects of the Companies, but should 

avoid including speculative costs or revenues.” (internal quotation marks omitted)).

214 FWGSA argues that a discounted cash flow method does not produce a useable 

result in Aeosphere’s case because it is not a going concern, it lacks a history of 

revenues, and lacks reliable inputs. See, e.g., Defs. Fläkt Woods Group SA and 

Fläkt Woods Limited’s Mem. in Further Supp. of Their Mot. In Limine to Preclude 

Testimony of Kevin Vannucci 4-6. Another problem is that it is difficult to place a 

value on specific Aeosphere assets, such as the Scent Opera, but that does not 

appear to have inflated Vannucci’s calculations. Matthew contends that “this 

Court has not applied a liquidation-based valuation . . . to appraise equity shares.” 

Pl.’s Post-Trial Reply Br. 31. He also raises concerns that using liquidation value 

“incentivize[s] fiduciaries to simply pursue dissolution of an entity and transfer its 

liquidated assets to a new business rather than through a merger that might trigger 

appraisal rights.” Oral Arg. Tr. 44-45.
51

intellectual property and continue to work on a modified version of the Scent 

Project. On the other hand, the EFET system was not marketable by May 2010, 

reducing Aeosphere’s potential for profitability.

The entirety of the financial and other evidence demonstrates that Aeosphere 

was in dire financial straits. The Company could not even afford to pay Matthew 

and Laudamiel, its own co-CEOs, given its inadequate cash flow. The business 

continued to suffer as the co-CEOs failed to cooperate. Further, Aeosphere had 

considerable debt and at best a suboptimal product to sell. No evidence existed of 

any potential investor other than Capua, and by all accounts Capua refused to 

commit additional capital.

215

 Finally, if one makes the generous assumption that 

Aeosphere’s cash burn rate was $30,000 per month (based in part on the co-CEOs 

foregoing salaries),

216 its bank account would have sustained operations for only 

another five to six months. There was some subjective optimism about EFET, 

though successful adaption of the technology to the commercial context was far 

from certain and never in fact materialized. As mentioned, Vannucci’s cash flow 

projections assumed a viable EFET product, and were prepared by individuals 

 

215 Aeosphere might have had a breach of contract claim, but that would not be a 

source of immediate and reliable funding to continue its operations.

216 The Court adopts this number for hypothetical purposes only. This figure is 

part of what Vannucci considered when determining that Aeosphere could be 

valued as a going concern. See Trial Tr. vol. IV, 990-91, 994-96 (Vannucci).
52

motivated to promote Aeosphere. For these reasons, the Court cannot adopt

Vannucci’s valuation wholesale.

The liquidation approach is also imperfect because it does not address the 

Court’s concerns about the distribution of Aeosphere’s assets—particularly its 

intangible assets. Barberich’s analysis worked off of the closing balance sheet in 

Vannucci’s report,

217 and the value of the Scent Project was not included in the 

balance sheet.218 

As noted above, Aeosphere was running on fumes, and hindsight proves that 

the Scent Project (never able to use EFET) was not profitable. At the time of the 

winding up, however, Aeosphere, despite its troubles, was a going concern with

value in its intellectual property and potentially lucrative contracts with wellestablished entities such as FWGSA. Recognizing that Aeosphere had some value 

as a going concern, but mindful of the speculative nature of Aeosphere’s product 

and future cash flows, the Court adopts Vannucci’s discounted cash flow model

with a reduced enterprise value and allocates a 35% interest to Matthew.

 

217 JX 287 at 4 (explaining that Barberich would temper Vannucci’s “aggressive” 

calculations but emphasizing that even Vannucci’s balance sheet shows that 

Aeosphere “had no value”).

218 See JX 434 at Schedule 1 & n.4.
53

Vannucci, in his valuation, utilized venture capital rates of return for 

purposes of selecting a discount rate.219 In making this selection, Vannucci’s first 

task was to classify Aeosphere into one of five stages of development, each of 

which is designated a distinct range of potential discount rates.

220

 The first stage, a

start-up stage investment, is one in which “[t]he venture funding is to be used 

substantially for product development, prototype testing, and test marketing.”

221

 

The second stage, an early development stage investment, is one “made in 

companies that have developed prototypes that appear viable and for which further 

technical risk is deemed minimal.”

222

In classifying Aeosphere, the Court considers the following facts: First, 

Aeosphere had been in business for over a year, had contracts of value, and held 

some expectation that the Prolitec technology would suffice until EFET became 

marketable. Second, the parties were clearly interested in EFET, and Laudamiel 

and Capua did not just walk away from Aeosphere. Third, while Vannucci’s 

valuation utilized projected cash flows assuming a viable EFET technology, the 

Court’s calculation considers EFET a mere expectancy and assumes use of the 

 

219 Trial Tr. vol. IV, 1003 (Vannucci) (reasoning that Aeosphere’s youth renders 

the CAPM less reliable than the established “VC rates of return”); JX 434 at 

Schedule 4.

220 Trial Tr. vol. IV, 1005-06 (Vannucci).

221 JX 287 at 32. Potentially acceptable discount rates for a start-up stage 

investment range from 50% to 125%. JX 434 at Schedule 4.

222 JX 287 at 33. Potentially acceptable discount rates for an early development 

stage investment range from 40% to 70%. JX 434 at Schedule 4.
54

then-viable Prolitec technology.

223

 Given these facts, Aeosphere can reasonably be 

considered an early development stage company. The Court, therefore, adopts 

Vannucci’s discount rates—40% for the FWGSA projections and 50% for the 

Aeosphere projections—both of which fall within the range of acceptable rates for 

an early development stage company.

224

Vannucci’s free cash flow inputs, however, assumed a viable EFET 

technology, and were therefore inflated.

225

 To compensate, the Court, in its 

independent valuation, reduced the free cash flows to one-fifth of their projected 

value.226 This reduction is consistent with Yule’s testimony regarding the value of 

the scenting project absent viable EFET technology.227 Yule, however, further 

stated that if the Prolitec relationship was not exclusive (which it was not228), the 

 

223 This fact is relevant because Prolitec was an existing technology that 

“appear[ed] viable”—even though its use would presumably reduce margins 

relative to the yet unperfected EFET technology—further justifying Aeosphere’s 

“early development” classification.

224 JX 434 at Schedule 4.

225 While the Court adopts Vannucci’s valuation model and discount rates, the 

Court finds credible Yule’s testimony regarding the appropriate cash flow 

reduction to compensate for the uncertainty surrounding EFET.

226 By simply reducing Aeosphere’s free cash flows, as opposed to adjusting its 

revenue and expenses independently, the Court assumes that Aeosphere’s cost of 

goods sold and operating expenses vary proportionately to sales. Such an 

assumption is not unreasonable in light of the fact that “Aeosphere, on its own, was 

not a capital-intensive company,” and therefore incurred relatively few fixed costs, 

resulting in an unlevered cost structure. Trial Tr. vol. IV, 995 (Vannucci). 

227 Trial Tr. vol. II, 428 (Yule) (stating that projections assuming Prolitec 

technology would be one-fifth to one-tenth of those assuming EFET).

228 Id. at 428, 524 (Yule).
55

projections “would drop again by a factor of about ten.”229 In hindsight, therefore, 

the adjusted projections could reasonably be reduced to as little as two percent of 

the originals.230 

The Court’s decision to reduce the projected free cash flows to one-fifth, as 

opposed to some lesser value between one-fifth and one-fiftieth, is deliberate. At 

the time of the valuation, the EFET technology lingered as a possibility. 

Therefore, the projected free cash flow, while assuming the use of Prolitec 

technology, must also incorporate the expected value of the EFET technology as of 

the time of the valuation. The Court incorporates such value by reducing the 

projected free cash flows by the minimum factor suggested by Yule, as opposed to 

reducing them further given the lack of an exclusive agreement with Prolitec.231 

The possibility that EFET-based products could be ready to sell within a year of a 

successful test is further counterbalanced by the improbability that the comanagers would have outlasted the testing. 

 

229 Id. at 428 (Yule).

230 The Court reaches this figure by reducing the above one-fifth by the additional 

ninety percent suggested by Yule given the lack of an exclusive agreement with 

Prolitec. The Court notes, however, that a reasonable interpretation of Yule’s 

testimony could result in a finding of one percent of the original projections. Id.

(Yule stating that projections assuming Prolitec could be as low as ten percent of 

those assuming EFET; reducing that amount by a “factor of . . . ten” results in 

projections at one percent of the originals).

231 The Court notes, however, that without additional data, equating the expected 

value of the EFET technology at the time of the valuation to the value added by 

reducing cash flows by a mere 80% is somewhat of a rough estimate. 
56

Applying the 40% and 50% discount rates respectively to FWGSA’s and 

Aeosphere’s adjusted free cash flow projections results in a weighted232 value of

$1,908,066.56 for the Scent Project.

233

 Accounting for cash and cash equivalents, 

working capital, and non-operating assets234 brings Aeosphere’s enterprise value to

$1,405,256.56. The total value of Matthew’s 35% share, treating all units equally, 

is therefore $491,839.79. Capua’s preferred units had a liquidation preference and 

a preferred return, but the Court cannot find with confidence that those rights 

should be afforded any material value: the winding up was wrongful and the 

prospect of repayment in the face of Aeosphere’s many struggles is too 

speculative. Matthew had a 35% interest in Aeosphere and the right not to have it 

wound up without his approval. Although it is difficult to discern the value of an 

idea, and reasonable minds could disagree, the Court reaches this result with some 

level of comfort.

 

232 The Court adopts Vannucci’s weights of 60% for the FWGSA projections and 

40% for the Aeosphere projections. JX 434 at Schedule 1 n.1 (Valuation Synthesis 

and Conclusion).

233 While Vannucci’s calculations primarily consider the Scent Project, Dep. Trs. of 

Kevin Vannucci (“Vannucci Dep.”) 66-68, Aeosphere’s portfolio of business 

opportunities contained sundry additional projects. JX 285 at 3. Vannucci, 

however, stated that any projected cash flows for such additional projects would be 

“too speculative” to include in the valuation model. Vannucci Dep. 67. Thus, the 

value of Aeosphere represented by Vannucci’s and the Court’s calculations stems 

primarily from the Scent Project.

234 JX 434 at Schedule 1.
57

Matthew appears to base his claim for damages from his employment 

contract on tortious interference. He has failed to prove that claim against 

FWGSA, but the question of Laudamiel’s and DreamAir’s liability lingers. 

Matthew argues that he should receive the remainder of his pay under his five-year 

contract because the remedy for a tort is what he expected, not simply what 

Aeosphere would have paid. The Court rejects this argument because Matthew’s 

compensation was not reduced by any wrongful act; Matthew’s employment 

contract had a five-year term, but Matthew and Laudamiel had been deferring 

salaries since at least May 2009.235 Capua and Laudamiel likely would not have 

authorized additional payments, and Matthew has not provided a basis for the 

Court to find that Aeosphere’s cash flow would improve. Importantly, the Court’s 

willingness to accept a discounted cash flow valuation in the first place rests in part 

on the co-CEOs’ willingness to forgo compensation so that Aeosphere could 

remain a going concern.

236

 Thus, Matthew has not demonstrated that he is 

separately entitled to damages for the termination of his employment contract.

 

235 Trial Tr. vol. I, 88 (Matthew).

236 Matthew supports his expert’s valuation by observing Capua’s commitment to 

fund salaries. Pl.’s Opening Post-Trial Br. 48-49. Capua would not have done so. 

If the Court accepts that Aeosphere was a going concern despite its inability to 

make payroll, it is fair to assume that Matthew would not have continued to work 

without compensation.
58

E. Other Matters

If the implementing order establishes that DreamAir owes any amount to 

Matthew, it shall respond to the motion to compel. Matthew has not provided a 

basis for shifting attorneys’ fees to overcome the American Rule. Pre-judgment 

interest and post-judgment interest compounded quarterly at the statutory rate

fairly compensate Matthew.

IV. CONCLUSION

For the reasons discussed above, the Court awards Matthew $491,839.79

from Laudamiel and DreamAir for the unlawful winding up of Aeosphere, subject 

to a determination of the effect of the Capua and Action 1 settlement reached by 

Matthew.237 The interested parties shall address this issue. Judgment will be 

entered in favor of FWGSA and FWL and against Matthew.238 

Entry of an implementing order will await, in the absence of a request from 

any party, a conclusion regarding the effect of the earlier settlement.

 

237 The Court has chosen to reach this decision without being aware of the amount 

for which Capua and Action 1 settled.

238 The pre-trial order does not squarely address FWGSA’s cross-claims. 

Nonetheless, with this conclusion, the cross-claims of FWGSA are moot and, thus, 

are dismissed.