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Fairstead Capital Management LLC v. Blodgett
Citation: Not availableDocket: C.A. No. 2022-0673-JTL
Court: Court of Chancery of Delaware; January 5, 2023; Delaware; State Appellate Court
Original Court Document: View Document
The case involves Fairstead Capital Management, LLC and FCM Affordable LLC as plaintiffs against William Blodgett, the defendant. The court, presided over by Vice Chancellor Laster, examines a dispute arising from a complex investment fund structure known as Fairstead, which is characterized by multiple affiliated entities, including special purpose vehicles. The key issue is a conflict between the fund principal's employment agreement, which mandates arbitration for employment-related claims, and the LLC agreements governing two Delaware entities, which contain mandatory forum selection clauses for litigation in the Court of Chancery. The fund principal was terminated for cause, allegedly due to breaches of his employment agreement, and his former partners claimed to have canceled his member interests in the LLCs. In response, the fund principal initiated arbitration to contest both the alleged breach and the cancellation of his interests, invoking both the employment and LLC agreements. The former partners opposed arbitration and sought a court injunction to prevent the fund principal from arbitrating the LLC-related breaches. The court discusses the severability of arbitration agreements within larger contracts, noting that parties can be compelled to arbitrate even if they are not direct parties to the overarching contract. The principal's argument centers on the assertion that the entire dispute, including the validity of his member interests, falls within the arbitration agreement's scope. The arbitration agreement in question delegates arbitrability determinations to the arbitrator, implying that the court's role is limited to ordering arbitration on the issue. Both parties submitted cross motions for summary judgment regarding the forum-selection dispute, seeking a mandatory permanent injunction for their preferred approach, with no contention over the appropriateness of such relief. Although the LLCs initiated the action, the analysis is framed around the fund principal's perspective. Typically, an arbitration agreement that delegates all arbitrability issues to an arbitrator is strongly favored, even if the claim of arbitrability appears unfounded. However, the LLCs contend they are not parties to the employment agreement and thus cannot be compelled to arbitrate. Current legal interpretation, particularly under the Federal Arbitration Act, asserts that courts must determine the existence of an arbitration agreement, as issues of contract formation cannot be delegated to an arbitrator. The court must assess whether the LLCs are bound by the arbitration agreement, applying equitable estoppel, which binds non-signatories to the agreement when they have received benefits from the contract. The LLCs accepted benefits from the fund principal's services as outlined in the employment agreement, thereby binding them to the arbitration terms. The LLCs assert that a subsequent agreement to litigate disputes in court negates the arbitration clause, but this issue also falls within the court's purview to resolve. Even if an arbitrator could decide it, substantive arbitrability would require clear evidence of intent to delegate that authority. The arbitration agreement broadly delegates disputes to an arbitrator, which typically warrants deference. However, conflicting forum-selection provisions in the LLC agreements complicate matters, as Delaware law states that overlapping clauses undermine clear intent to delegate arbitrability. Consequently, the court must delineate which claims are subject to arbitration and which must be litigated, resulting in a situation where claims related to the LLC agreements will proceed in court due to their later execution and explicit litigation clauses, leading to inefficiencies with proceedings in multiple forums. Disputes regarding the fund principal's alleged breach of the employment agreement are to be decided by an arbitrator. The LLCs may attempt to litigate in court the validity of their cancellation of the fund principal’s member interests, but if their arguments depend on a breach of the employment agreement, the court will defer that issue to arbitration. After the arbitrator's decision, the parties may return to court for further rulings based on the breach determination. The court suggests that a single decision-maker should handle all disputes to avoid inefficiencies and to maintain confidentiality, which public courts cannot ensure. If the parties cannot agree to arbitrate, they will have to accept the complications arising from their chosen dispute resolution process. The factual background outlines that Stuart Feldman, Jeff Goldberg, and William Blodgett formed Fortitude Realty Management LLC to pursue affordable housing opportunities, each contributing specific expertise. They planned to use Fortitude alongside multiple special purpose vehicles (SPVs) for various real estate projects. Blodgett's role was formalized in an employment agreement dated October 25, 2013, wherein he provided investment and advisory services, aimed at creating Employee Strategy SPVs. His compensation included a base salary, a discretionary bonus, and a 15% share of carried interest from the SPVs, with most compensation expected to derive from the carried interest. Blodgett's share of the carried interest is defined in Section 4(d) of the Employment Agreement, which ensures he receives a minimum of 15% of the carried interest from Property Purchases by Employee Strategy SPVs. This allocation is linked to the 'Sharing Percentage' and documented as a direct equity interest in the relevant General Partners. The Employer has the discretion to choose the General Partner for each SPV, and Blodgett's Sharing Percentage is subject to annual review and potential increase. In the event of Blodgett's employment termination, specific conditions apply: if he resigns within 12 months of a Property Purchase, he may forfeit his Sharing Percentage for that transaction; however, if terminated for reasons other than breaches of Sections 6 or 11, he retains his share in any Pending SPVs upon their closure. Disputes regarding the Employment Cancellation Provision have arisen, with Feldman and Goldberg asserting it allows forfeiture of all interests, while Blodgett contends it only applies to interests in deals completed within the last year, preserving his rights to pending deals unless terminated for specific breaches. Sections 6 and 11 impose confidentiality and compliance obligations on Blodgett, respectively. The Employment Agreement mandates arbitration for all disputes related to the agreement or Blodgett's employment, restricting litigation in court except for proceedings to aid arbitration in New York State Court. Employee waives the right to pursue claims in court or have a jury trial, agreeing instead to arbitration by a single arbitrator, specifically a former judge, administered by JAMS in New York County. The arbitrator must apply New York law and provide a written rationale for any decisions. Decisions can be appealed only if New York law is misapplied. The prevailing party in arbitration may recover attorney fees, while both parties bear their own costs otherwise. On November 15, 2013, Feldman, Goldberg, and Blodgett established Fairstead Capital Management LLC in Delaware, governed by an amended limited liability company agreement from April 25, 2014. Fairstead serves as the general partner for Employee Strategy SPVs and allocates carried interests among the principals, consistent with the Employment Agreement. Blodgett holds a 15% membership interest, with the remaining 85% held by Fortitude Properties LLC, an entity controlled by Feldman and Goldberg. The Fairstead LLC Agreement confirms Blodgett’s interest as a "promote" or "carried interest" for his employment services, facilitating a simplified structure for fund operations, where Blodgett indirectly receives a 15% share of carried interests when Fairstead acts as general partner. The Fairstead LLC Agreement mandates that all disputes must be litigated exclusively in Delaware courts, governed by Delaware law, and includes a waiver of any objections based on improper venue or inconvenient forum. Additionally, the agreement features an integration clause stating that it represents the complete understanding between the members, superseding prior agreements. Over several years, Blodgett claims to have significantly enhanced Fairstead's value through his operational efforts and leadership, asserting that he was pivotal in securing lucrative deals. In September 2016, a new entity, FCM Affordable LLC, was formed by Feldman, Goldberg, and Blodgett, serving a similar purpose as Fairstead. Blodgett received a 15% interest in Affordable, while the remaining 85% was held by FCM-JD2 LLC. The roles of several other entities within the Fairstead fund complex remain unclear. Disputes emerged between 2020 and 2021 regarding Blodgett's compensation, with him asserting that he deserved a larger share of the returns due to his contributions. His requests for increased compensation aligned with the Employment Agreement's provision for annual review of his Sharing Percentage. Blodgett reported that Goldberg was open to these discussions and encouraged the development of a restructuring plan with outside counsel. In May 2021, Blodgett proposed a restructuring plan called 'Fairstead 2.0' to Feldman and Goldberg, envisioning himself as the new head of the fund complex with significant equity ownership. This proposal was rejected. Blodgett subsequently announced his departure to start his own venture. Feldman and Goldberg characterized Blodgett's demands as a takeover attempt and alleged he threatened to use family wealth against Fairstead if they did not comply. On September 14, 2021, Fortitude issued a termination letter to Blodgett, citing material breaches of his Employment Agreement, specifically violations of company policies. The letter stated that while his employment was terminated, he would continue to receive his base salary and benefits, but forfeited his sharing percentage in related entities. Importantly, the letter did not allege breaches of the LLC Agreements. Instead, Feldman and Goldberg proposed terms to participate in Blodgett's new venture, which he rejected. In November 2021, Blodgett notified Goldberg of his intention to start a new business, invoking the Severance Period from the Employment Agreement. In response, Fortitude demanded the return of all confidential information and company property before he could proceed with his new venture. This communication also relied solely on the Employment Agreement, omitting any reference to the LLC Agreements. On November 11, 2021, Blodgett's counsel notified Fortitude that Blodgett had surrendered his security card and company-issued laptop to his lawyers, thus lacking access to Fortitude’s confidential information. Counsel stated that Blodgett searched for confidential information on other devices and intended to keep relevant files and the Dell laptop due to potential litigation concerns. Fortitude's counsel responded on December 9, 2021, representing FSC Realty Management LLC and its affiliates (Fairstead), demanding the return of all company property by December 15, 2021. The response indicated that Fairstead did not consent to Blodgett's proposal to wipe the devices before their return, citing employee handbook policies. When Blodgett failed to return the devices, Fairstead's counsel sent a follow-up letter on January 5, 2022, requesting the return of a MacBook and iPad still in Blodgett's possession and noting a forensic audit revealed he had downloaded thousands of documents containing confidential information prior to his termination. This letter referenced only the Employment Agreement, omitting the LLC Agreements. Blodgett's counsel replied on March 29, 2022, confirming retention of the laptop and security card, arguing Blodgett was entitled to keep the MacBook and iPad because he had purchased them, despite possible reimbursement from Fairstead. In April 2022, Feldman and Goldberg's counsel invoked the LLC Agreements, asserting that Blodgett’s termination for breaching Sections 6 and 11 of the Employment Agreement resulted in the forfeiture and cancellation of his interests in Fairstead and its affiliates, citing Section 3.6 of the LLC Agreements. Feldman and Goldberg’s counsel referenced the LLC Agreements for the first time in their April 5 letter, focusing on Section 3.6, which details the conditions under which Blodgett’s interests can be canceled. Specifically, if Blodgett terminates his employment within 12 months after an acquisition by a Company affiliate, the Company has the option to cancel his interests, preventing any allocation of Net Profits or distributions to him. Conversely, if he is terminated for reasons unrelated to unauthorized disclosures or policy noncompliance, his interests cannot be forfeited, and any canceled distributions would be reallocated to other interest holders. The LLC Cancellation Provision aligns with the Employment Cancellation Provision, with the key distinction being that the LLC provision allows for cancellation under a broader range of breaches, not limited solely to confidentiality or compliance violations. Feldman and Goldberg also argued they redeemed Blodgett’s interests on September 14, 2021, claiming the units had no value, thus setting the purchase price at zero. The LLC Agreements permit Blodgett to contest this valuation and appoint an appraiser, which he did on May 4, 2022. However, Feldman and Goldberg declined to engage in the redemption process, reiterating their stance that Blodgett’s interests were forfeited due to breaches of specific sections of his Employment Agreement, leading to a dispute over whether such breaches occurred and the implications for cancellation rights. On May 24, 2022, Blodgett filed an arbitration demand with JAMS against Feldman, Goldberg, Fortitude, Fairstead, Affordable, and other entities within the Fortitude and Fairstead fund complexes, alleging breaches of his Employment Agreement. He claimed that the Arbitration Respondents wrongfully terminated him for cause under the Employment Confidentiality and Compliance Provisions and that this termination was a pretext to deny him earned member interests. Blodgett argued that the LLC Agreements did not allow for the cancellation of these interests and asserted claims for breach of both express and implied terms, including the implied covenant of good faith and fair dealing. He also raised claims for conversion and unjust enrichment related to the cancellation of his interests. The Arbitration Respondents delayed their response, seeking an extension just before the deadline. Subsequently, they indicated plans to initiate an action in Delaware to determine the arbitrability of Blodgett's claims. Between June 16 and July 7, 2022, JAMS made multiple attempts to collect the initial arbitration fee, to which there was no response. Blodgett ultimately paid Fortitude's fee on July 6. On July 21, the Arbitration Respondents informed JAMS of new legal representation. After discussions, Blodgett postponed a motion to compel arbitration, which he filed on July 26 in the New York State Supreme Court. On August 1, 2022, Fairstead and Affordable initiated a lawsuit against Blodgett, which contained four counts. Although previous communications had focused on the Employment Agreement, the complaint solely referenced provisions from the LLC Agreements. In Count One, Fairstead accused Blodgett of improperly disclosing and misusing confidential information, shifting the claim from the Employment Confidentiality Provision to a separate confidentiality obligation outlined in the Fairstead LLC Agreement. The provision's specific language is deemed irrelevant for the current decision, as it operates independently of the Employment Confidentiality Provision. In Count One, Fairstead alleges that Blodgett violated his obligation to act in good faith, despite the Fairstead LLC Agreement's provision that eliminates fiduciary duties while mandating each member to act honestly and in good faith in dealings. The claims in Count Two seek declarations that Blodgett breached both the LLC Confidentiality Provision and the LLC Good Faith Provision, leading to Fairstead's declaration that Blodgett's member interests were canceled under the LLC Cancellation Provision. Previously, Feldman and Goldberg had based the cancellation solely on breaches of the Employment Agreement but have now altered their approach. Counts Three and Four present similar claims under the Affordable LLC Agreement. Fairstead and Affordable have also requested a permanent injunction to prevent Blodgett from arbitrating any claims under the LLC Agreements, raising the question of whether the case will proceed in court or arbitration. Both parties filed cross motions for summary judgment, agreeing that there are no genuine issues of material fact, making the issue a legal one. Fairstead and Affordable argue they cannot be compelled to arbitrate because they are not parties to the Employment Agreement, which contains the Employment Arbitration Agreement, and assert that they never formed a contract with Blodgett obligating them to arbitration. They further argue that Blodgett cannot arbitrate disputes under the LLC Agreements due to the LLC Forum Provision and emphasize their claims are solely for breaches of the LLC Agreements, not the Employment Agreement. Conversely, Blodgett claims the Employment Arbitration Agreement allows the arbitrator to decide on substantive arbitrability and argues that the plaintiffs' current claims are merely a rephrasing of their prior claims related to the Employment Agreement. Blodgett argues that the court should defer to the arbitrator regarding the arbitrability of claims between Fairstead and Affordable under the Employment Arbitration Agreement, including whether they are parties to it. If the court addresses arbitrability, Blodgett asserts that both entities are bound by the agreement, which he claims is sufficiently broad to cover the claims in this case. Key issues include the formation of the contract—specifically, whether Fairstead and Affordable are bound by the agreement—and its interpretation, focusing on the LLC Integration Clause and the relationship between the Employment Arbitration Agreement and the LLC Forum Provision. The text indicates that summary judgment is suitable for resolving these matters, particularly because unambiguous contracts do not require the resolution of material factual disputes. Delaware courts can adjudicate contract formation issues via summary judgment when no genuine issues of material fact exist. In this instance, there are no such issues, allowing for a legal determination on contract formation. The excerpt also outlines the structure of arbitrability determinations, noting that parties can establish pure arbitration agreements or broader contracts with arbitration provisions. It distinguishes between two types of arbitration agreements: clauses for future disputes and independent agreements for existing disputes. Both types are governed by contract law. Additionally, it explains that an arbitration clause serves as a separate agreement within a broader contract. An agreement to arbitrate is considered a distinct mini-contract, separate from the overarching contract, often referred to as the container contract, which outlines the broader rights and obligations between the parties. Disagreements about the applicability of the arbitration agreement to specific disputes can occur at three inquiry levels. The first level, known as the arbitrability question, assesses whether the merits of the dispute fall within the scope of the arbitration agreement. The second level, termed the who-decides question, determines whether a court or an arbitrator is responsible for deciding the arbitrability question. Courts have established guidelines to address which entity should decide this issue. The third level, the delegation question, evaluates whether the parties have agreed to allow an arbitrator to make the determination regarding arbitrability. A delegation provision specifically grants this authority to the arbitrator. Overall, understanding these levels of inquiry is crucial for resolving disputes related to arbitration agreements. The decision refers to a "delegation agreement," likening it to a mini-arbitration agreement within a larger arbitration framework. The structure is described as complex and layered, with scholars using metaphors such as Russian nesting dolls to illustrate the arrangement of arbitration agreements. It identifies three key disputes: the 'Merits Question' (the substance of the issue), the 'Arbitrability Question' (whether the parties agreed to arbitration for the Merits Question), and the 'Delegation Question' (who decides the Arbitrability Question). A delegation clause empowers an arbitrator to determine whether a dispute is subject to arbitration, functioning as a type of arbitration agreement itself. Post-Rent-A-Center, delegation agreements are recognized as separate mini-agreements nested within arbitration agreements. Courts may separate these delegation provisions from the overarching contract, allowing for arbitration even if the main agreement is deemed invalid. The essence of arbitration remains contractual, meaning parties cannot be compelled to arbitrate disputes they have not agreed to arbitrate, but they must arbitrate disputes they have consented to arbitrate. Allowing arbitration to proceed without a contractual obligation would cause irreparable harm to the Plaintiff. Established case law holds that parties cannot be compelled to arbitrate claims that are not arbitrable, as doing so threatens significant injury to those rightfully resisting arbitration. In Delaware, the principle of contractual freedom is respected, meaning parties cannot evade arbitration agreements by resorting to court filings. Arbitrability, or the question of whether parties intended to submit a specific dispute to arbitration, can encompass various factors. It includes whether domestic law permits arbitration for a specific issue, the formation and enforceability of the arbitration agreement, and whether the dispute falls within the agreement's scope. Issues of arbitrability are often categorized into substantive and procedural arbitrability, with substantive arbitrability addressing the validity and scope of the arbitration agreement and whether the parties are bound by it. In Trippe Mfg. Co. v. Niles Audio Corp., the court articulates the distinction between substantive and procedural arbitrability. Substantive arbitrability pertains to whether a dispute falls within the scope of a valid arbitration clause, a matter which courts presumptively resolve. This includes determining if the parties are bound by the arbitration clause and whether the claims in question are subject to it. Procedural arbitrability, on the other hand, involves compliance with the arbitration process, such as meeting prerequisites like time limits and notice requirements, which are typically for arbitrators to decide. The excerpt emphasizes that before addressing substantive or procedural issues, courts must first resolve the "who-decides" question—determining whether the court or an arbitrator should decide on the arbitrability of the dispute. The case highlights the necessity of establishing whether Fairstead and Affordable are bound by the Employment Arbitration Agreement, which is foundational to compelling arbitration. The references to various cases underscore the legal principles governing these distinctions and the sequential approach courts must take when evaluating arbitrability issues. Delaware and federal courts generally determine substantive arbitrability issues, while arbitrators decide procedural arbitrability issues. Parties can alter this default arrangement through delegation agreements, which must provide clear evidence of intent to delegate substantive arbitrability to an arbitrator. In the absence of such agreements, courts handle questions regarding the existence of an arbitration agreement. Challenges to the arbitration agreement itself present complexities, particularly if an arbitrator is tasked with ruling on their own authority. The U.S. Supreme Court established that if a challenge pertains to the validity of the underlying contract due to fraud, the arbitrator can adjudicate it, provided the fraud does not relate directly to the arbitration agreement. This severability principle has been extended to other grounds for challenging contract enforceability, including issues like duress and unconscionability. In Sandvik AB v. Advent Int’l Corp., the Third Circuit established that challenges rendering a contract voidable are to be resolved by the arbitrator, except when the challenge specifically targets the arbitration agreement itself. In such cases, a court must adjudicate. This principle distinguishes between challenges to the existence of a contract and those regarding its validity. The existence of a contract must be confirmed by a court before arbitration can proceed, as an arbitrator can only be engaged if a valid agreement to arbitrate exists. The Supreme Court has emphasized that if a dispute arises over whether a contract was formed, that issue must be resolved by the court, as the severability doctrine relies on an underlying agreement being in place. Additionally, the court must first verify the existence of a valid arbitration agreement before referring any arbitrability disputes to an arbitrator. The Third Circuit consistently supports the notion that contract formation issues must be addressed by the court prior to deferring to an arbitrator under a delegation clause. While parties may agree to arbitrate contract formation issues, the arbitration agreement must independently exist apart from the contract being challenged. The central issue in this case is whether Fairstead and Affordable are parties to the Employment Arbitration Agreement. Under Delaware law, a contract exists only between parties who have overtly assented to the agreement, and subjective intent is not a determining factor. It is confirmed that neither Fairstead nor Affordable signed the Employment Agreement or were made parties to it in any formal manner. However, this lack of formal party status does not preclude them from being bound by a forum selection provision, as arbitration clauses function similarly to forum-selection clauses. Before a court can compel arbitration, it must ascertain that the existence of the arbitration agreement is not in contention. Courts can compel arbitration even for non-signatories under certain theories, including incorporation by reference, assumption, agency, veil-piercing/alter ego, and estoppel. In this instance, estoppel is particularly relevant. The distinction between being bound to an arbitration agreement and the ability to invoke arbitration rights is crucial; the former is a threshold determination for the court, while the latter is typically resolved by the arbitrator. Threshold issues regarding contract formation, such as equitable estoppel, fall within the court's jurisdiction to determine, even when the arbitration agreement includes a delegation provision. This principle is supported by case law indicating that the question of whether a non-signatory can enforce an arbitration agreement against a signatory under equitable estoppel is a judicial matter. Threshold questions of arbitrability can be delegated to an arbitrator through contractual agreements. However, the delegation of equitable estoppel presents a challenge since it inherently lacks a contract, which is the basis for one party's claim. Courts retain the responsibility to determine if parties have agreed to arbitration and interpret the arbitration clause's scope. Once a court confirms the existence of an arbitration agreement that encompasses all differences, claims of equitable defenses, such as laches, become arbitrable. Procedural issues, including party standing, res judicata from previous arbitration awards, and grievance timeliness, fall under the arbitrator's jurisdiction if they relate to the arbitration clause. While courts typically address whether disputes fall within arbitration agreements, they recognize that questions of waiver or estoppel arising from procedural noncompliance should be decided by arbitrators. Non-signatories may be bound to forum selection clauses through equitable estoppel if they have accepted direct benefits from the agreement, as established in Delaware courts. The direct benefit test requires that benefits be tangible and received, rather than merely anticipated. In the context of the case, Fairstead and Affordable received direct benefits from services provided under the Employment Agreement, satisfying this test. In the case of Cos. Inc. v. Armour, the court examined the application of equitable estoppel in arbitration, particularly regarding the enforcement of an arbitration clause despite the absence of a party's signature on the contract. It established that a party cannot assert that the lack of their signature prevents enforcement if they have previously benefited from or acknowledged other contract provisions. The Employment Agreement indicated that Blodgett would provide services to various entities, including Employee Strategy SPVs, which would utilize his investment strategies. The agreement specified that general partners would manage these SPVs, with Blodgett entitled to at least 15% of the carried interest from these entities as compensation for his services. Fairstead and Affordable served as general partners, receiving carried interest and allocating Blodgett’s share through his member interest. The LLC Agreements confirmed this compensation structure. Fairstead and Affordable, as affiliates of Fortitude, were under common control when preparing the Employment Arbitration Agreement. Over eight years, Blodgett contributed to the success of these firms. The entities acknowledged in their complaint that Blodgett received units for his employment services and conceded in their reply that he was employed by them. Under the direct benefit test, Fairstead and Affordable were considered to have accepted benefits from the Employment Agreement and thus could be treated as parties to the Employment Arbitration Agreement. Additionally, principles of promissory estoppel suggested that a party cannot backtrack on a promise to litigate in a specified forum by using controlled affiliates to evade forum selection. The foreseeable formation of additional entities, as contemplated by the Employment Agreement, indicated that the Arbitration Agreement would extend to those entities for dispute resolution purposes. Fairstead and Affordable are legally bound by the Employment Arbitration Agreement due to their connection to the entities formed by Feldman, Goldberg, and Blodgett, which are referenced in the LLC Agreements. Blodgett contends that once the court establishes that Fairstead and Affordable are bound by the agreement, its role diminishes, and an arbitrator should determine the arbitrability of the claims asserted. He cites precedent indicating that the agreement contains clear evidence of intent for an arbitrator to decide on disputes regarding its scope. However, the court must first address whether the agreement explicitly indicates the parties' intent to delegate the arbitrability question to an arbitrator. The combination of the Employment Arbitration Agreement and the LLC Forum Provision necessitates the court's involvement in determining arbitrability. Following the American Arbitration Association's rule changes, federal courts generally support the view that incorporating such rules indicates intent to delegate jurisdictional issues to arbitrators. However, the Delaware Supreme Court has established a standard requiring clear evidence of intent to arbitrate arbitrability, particularly when an arbitration clause broadly covers all disputes and incorporates arbitration rules that grant arbitrators jurisdictional authority. If the Employment Arbitration Agreement were considered in isolation, it would meet the criteria set forth in the Willie Gary case, which confirms that broad arbitration provisions are sufficient for delegating arbitrability decisions. All disputes, claims, or controversies related to the Agreement or the Employee’s employment must be submitted to binding arbitration. The Employment Arbitration Agreement meets the broad scope requirement set by Willie Gary. It incorporates the rules of an arbitral tribunal that grant the arbitrator the authority to address questions of substantive arbitrability. Delaware courts have recognized that language such as "arising out of" and "relating to" indicates a broad arbitration mandate. The arbitration will be administered by JAMS, which operates under the JAMS Comprehensive Arbitration Rules. These rules allow the arbitrator to resolve jurisdictional and arbitrability disputes, including those concerning the validity and interpretation of the arbitration agreement. The Employment Arbitration Agreement demonstrates a clear intent to delegate the determination of arbitrability to the arbitrator. If this analysis were conclusive, the court would solely direct the parties to arbitrate claims within the scope of the agreement. However, the existence of an LLC Forum Provision complicates matters. The court has advised against applying the Willie Gary framework automatically in cases involving multiple contracts, particularly when those contracts have conflicting arbitration provisions, making it impossible to satisfy the requirement for a provision mandating arbitration of all disputes. Conflicting choice-of-forum provisions indicate that parties did not intend for an arbitrator to decide substantive arbitrability. In cases with multiple dispute resolution clauses across different contracts, it is not feasible to apply one universally. A Third Circuit case illustrated that when parties entered a second agreement with an integration clause and judicial forum, a dispute arose over whether this agreement superseded the first arbitration agreement. The court ruled that such a supersession dispute is for a court to resolve, as it pertains to the existence of the arbitration agreement itself. This reasoning applies here, as the competing forum provisions hinder a clear indication of intent to arbitrate arbitrability, necessitating a court's determination on whether arbitration applies to the claims made by Fairstead and Affordable. To ascertain if these claims are subject to arbitration, the court must interpret the LLC Agreements' language, particularly the LLC Forum Provision and the Employment Arbitration Agreement. The interpretation shows that none of the claims are arbitrable. Delaware courts prioritize the parties' intent as expressed in the contract's language, interpreting it holistically and according to plain meanings unless ambiguities exist. The objective understanding of a reasonable third party is essential, and Delaware courts avoid altering clear contractual language. A clear writing provides the sole basis for understanding intent, reinforcing that the agreement must be construed in its entirety to honor all provisions. Contract interpretation requires that the meaning derived from any specific part of an agreement does not override the overall intent and scheme of the entire agreement. Courts must interpret the contract as a whole and reconcile all its provisions, giving effect to all terms. Disputes over contract language do not necessarily indicate ambiguity; a term is only deemed ambiguous if it can reasonably be understood in multiple ways. If ambiguity exists, courts may consider extrinsic evidence, including parties' actions, the business context, prior dealings, and industry customs, to clarify the meaning. Accepted performance without objection also carries significant weight in interpretation. Private feelings of negotiators are irrelevant; the contract's meaning must be common to the parties involved. An integration clause is critical in this analysis, as it should be interpreted based on its plain meaning when unambiguous. A subsequent agreement with a valid integration clause supersedes prior agreements covering the same subject matter, which must be explicitly memorialized to survive. The LLC Integration Clause in this case indicates that the LLC Agreements embody the complete understanding between the members and replace all prior negotiations. The Employment Arbitration Agreement does not pertain to disputes under the LLC Agreements. While some issues may not conflict between the LLC and Employment Agreements, discrepancies arise regarding forum selection provisions. The LLC Integration Clause nullifies the Employment Arbitration Agreement for claims of breach, leaving the LLC Forum Provision as the governing rule. Fairstead and Affordable are pursuing claims based on the LLC Agreements, specifically alleging breaches of the LLC Confidentiality Provision and the LLC Good Faith Provision, while also invoking the LLC Cancellation Provision. These claims are subject to the LLC Forum Provision, necessitating litigation in this forum. The plaintiffs are not addressing issues related to the Employment Agreement, and since the court is not interpreting that agreement, the arbitration provision therein does not apply. Although some claims relate to Blodgett's employment, the subsequent LLC Agreements, which include an Integration Clause and Forum Provision, take precedence and allow for independent claims under the LLC Agreements. The court will not send these claims to arbitration as they are independently assertable. Claims related to the Employment Agreement, however, must be arbitrated, including those made by Feldman and Goldberg prior to this action. Blodgett can pursue declaratory rulings on these employment-related claims in arbitration. The court will focus on whether Fairstead and Affordable can establish breaches of the LLC provisions and the circumstances under which Blodgett's membership interest may be canceled, referencing the Employment Agreement's provisions as relevant to the LLC Cancellation Provision. If Mr. Blodgett's employment is terminated by any Affiliate of the Company for reasons other than unauthorized disclosure of proprietary information or noncompliance with policies, his interest will not be forfeited or canceled. The LLC agreement does not incorporate standards from the Employment Agreement in a way that would convert issues from the LLC Agreement into Employment Agreement issues. The court will not determine whether Mr. Blodgett was properly terminated for breach of the Employment Confidentiality or Compliance Provisions, deferring such determinations to arbitration. Both litigation and arbitration will proceed concurrently, creating inefficiencies; however, the parties can resolve these issues by agreeing to arbitrate under the court's rules or before a former court member. This would also help maintain the confidentiality of sensitive information. In conclusion, without a further arbitration agreement, the claims must be litigated in court, as they cannot be arbitrated under the LLC Agreements. Summary judgment favors the plaintiffs on this issue, and a permanent injunction will prevent Mr. Blodgett from pursuing claims related to the LLC Agreements in his initiated arbitration.