                                    COURT OF CHANCERY
                                          OF THE
                                    STATE OF DELAWARE
KATHALEEN ST. JUDE MCCORMICK                                          LEONARD L. WILLIAMS JUSTICE CENTER
     VICE CHANCELLOR                                                     500 N. KING STREET, SUITE 11400
                                                                        WILMINGTON, DELAWARE 19801-3734


                                    Date Submitted: June 25, 2019
                                     Date Decided: June 26, 2019

       David E. Wilks, Esquire                       Jeffrey L. Moyer, Esquire
       Thad J. Bracegirdle, Esquire                  Travis S. Hunter, Esquire
       Andrea S. Brooks, Esquire                     Nicole K. Pedi, Esquire
       Wilks, Lukoff & Bracegirdle, LLC              Richards Layton & Finger, P.A.
       4250 Lancaster Pike, Suite 200                920 N. King Street
       Wilmington, DE 19805                          Wilmington, DE 19801

             Re:    inTEAM Associates, LLC v. Heartland Payment Systems, Inc.,
                    Civil Action No. 11523-VCMR

       Dear Counsel:

             On December 18, 2018, the Delaware Supreme Court remanded this action to

       permit the Court to resolve the Renewed Motion to Show Cause filed pursuant to Court

       of Chancery Rule 70(b) by inTEAM Associates, LLC (“inTEAM”).                  On remand,

       inTEAM served discovery requests on Heartland Payment Systems LCC (“Heartland”).

       In response, Heartland filed a Motion for a Second Protective Order and for Attorneys’

       Fees. Heartland’s motion is DENIED.

             This Court has broad discretion in managing discovery and evidentiary hearings in

       proceedings before it. 1   A Rule 70(b) motion requires the parties to present their


       1
         Ct. Ch. R. 7(b) (hearing schedule decisions are subject to the discretion of the court);
       Carlton v. Zepski, 180 A.3d 42 (Del. 2018) (“A trial judge has broad discretion . . . to
       schedule hearings.”); Fish Eng’g Corp. v. Hutchinson, 162 A.2d 722, 725 (Del. 1960)
       (“The Court has broad discretion in determining whether or not to allow discovery” under
       Court of Chancery rules); NiSource Capital Mkts., Inc. v. Columbia Energy Gp., 1999
       WL 959183, at *1 (Del. Ch. Sept. 24, 1999) (“[T]he application of the discovery rules is
inTEAM Associates, LLC v. Heartland Payment Systems, Inc.
C.A. No. 11523-VCMR
June 26, 2019
Page 2

“evidence at a show cause hearing . . . as at trial . . . .” 2 This Court has permitted

discovery in advance of a Rule 70(b) hearing where the movant persuaded the Court that

such discovery was “reasonable and necessary” to meet its burden. 3          inTEAM has

produced affidavits demonstrating that discovery on its Rule to Show Cause Motion is

“reasonable and necessary.” 4 The parties, therefore, shall confer on a schedule permitting

narrow discovery limited to the issues raised by inTEAM’s Rule to Show Cause Motion.

         IT IS SO ORDERED.

                                          Very truly yours,

                                          /s/ Kathaleen St. Jude McCormick

                                          Vice Chancellor

KSJM/lef


subject to the exercise of the Court’s sound discretion.”); ASX Inv. Corp. v. Newton, 1994
WL 178147, at *3 (Del. Ch. May 3, 1994) (“[T]he court, may, at its discretion, hold an
evidentiary hearing . . . .”).
2
  Atlas Sanitation Co., 1988 WL 88494, at *3 (Del. Ch. Aug. 17, 1988). See also Eagle
Force Hldgs., LLC v. Campbell, 187 A.3d 1209, 1227 (Del. 2018) (recognizing that the
trial court held several evidentiary hearings on motions for contempt); In re Indem. Ins.
Corp., RRG., 2014 WL 31710, at *1 (Del. Ch. Jan. 2, 2014) (conducting an evidentiary
hearing on an order to show cause where “the parties introduced documentary evidence
and presented live witness testimony”); Aveta Inc. v. Bengoa, 986 A.2d 1166, 1171 (Del.
Ch. 2009) (deciding a rule to show cause on a written record and making factual findings
“as if after trial”).
3
    Kolyba Corp. v. Banque Nationale de Paris, 316 A.2d 585, 587 (Del. Ch. 1973).
4
 See generally C.A. No. 11523-VCMR Docket (“Dkt.”) 266, Affs. of Lei Ditch, Michael
Sawicky, and Lawrence Goodman, III in Supp. of Pl.’s Opp’n to Def.’s Mot. for a
Second Protective Order and for Attys. Fees; Dkt. 237, Aff. of Kimberly Coleman in
Supp. of Pl.’s Br. in Supp. of its Renewed Mot. for Rule to Show Cause.
