IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

PREFERRED FINANCIAL
SERVICES, INC.,

Plamtlff’ C.A. No. N16J-05369

A & R BAIL BONDS LLC and
RODNEY BURNS

Defendants.

ORDER

Andrew G. Ahern, III, Esquire, Joseph W. Benson, P.A., Attorney for Preferred
Financial Services, Inc.

Brian T.N. Jordan, Esquire, Jordan Law, LLC, Attorney for A&R Bail Bonds, LLC
and Rodney Burns

This 26th day of January, 2018, upon consideration of the record before the
Court, the Evidentiary Hearing, and the parties’ closing arguments, the following is
my findings of fact and conclusions of laW.

BACKGROUND AND PROCEDURAL HISTORY

What started as a simple business loan dispute involving a clear confession of
judgment provision, unpredictany morphed into a complicated panoply of issues
involving conspiracies and felony crimes. This matter came before the Court upon
the filing of a Complaint for Confession of Judgment (Trans. ID# 59184191) by
Preferred Financial Services, Inc. (“PFSI”) pursuant to Superior Court Civil Rule
58.1. On June 23, 2016, along With the Complaint, PFSI filed a Notice of Entry of
Judgment (Trans. ID# 59194331) and sought to confess judgment pursuant to a
Demand Promissory Note (the “Note”). The filing is supported by an Affidavit of
Amount Due executed by EdWin Swan (“Swan”) and sought $124,657.00 in
principal, plus interest, attorney fees and court costs. PFSI also presented a copy of

the Note as Well as the Business Loan Agreement (the “Agreement”),‘ outlining the

 

' The parties stipulated to the genuineness of the Note and Agreement and they
Were offered as joint exhibits for the Court’s consideration and marked as Exhibit l
and Exhibit 2 respectively.

parties’ business arrangement On August l9, 2016, an order was entered granting
the relief requested by PFSI (Trans. ID# 59448290).

Defendants, Rodney Burns (“Bums”) and A&R Bail Bonds LLC (“A&R”),
subsequently moved to vacate the judgment (Trans. ID# 59674348). After a hearing
on January 20, 2017, the Motion to Vacate was granted (Trans. ID# 60116813) and
the matter was set for an Evidentiary Hearing that began on June 29, 2017,2 and after
a brief recess, concluded on August 3, 2()17.3 Defendants contested the confession
of judgment on the bases that (l) the confession of judgment provision is
unconscionable and the entire agreement is void as a matter of law; and (2) the
amounts set forth as due and owing are incorrect. The record is now complete and I
make the following findings of fact and conclusions of law.

FINDINGS OF FACT4

This dispute revolves around a Note entered into by and between A&R, as
borrower, and PFSI, as lender. However, in addition to signing the Note as

Managing Member of A&R, Burns executed the Note as “Guarantor.”5 The Note is

 

2 The Transcript can be found at Trans. ID# 6087118 and will hereinafter be
referred to as “June Trans. at p. ”

3 The Transcript can be found at Trans. ID# 61384429 and will hereinafter be
referred to as “Aug. Trans. at p. ”

4 These findings are based upon my review of the Exhibits admitted into evidence
as well as consideration of the testimony presented by Swan and Burns.

5 Note at p. 2.

described as a Revolving Line of Credit with a principal amount of $100,000.00.
Along with the Note, A&R and PFSI entered into the Agreement, that was to begin
effective February 20, 2014. According to the Agreement, the loan proceeds were
to be used “solely to post property bails (as such term is defined by 18 D_el. Q_. §4332,
as amended or replaced from time to time) for Borrower’s customers.”6 The purpose
of the loan was to facilitate PFSI’s advancement of funds to A&R to assist it with
the posting of cash bails. A&R was a licensed bail bonds company and could not
meet all of its business obligations without the help of PFSI. In exchange, PFSI was
to be compensated for its costs and expenses by collecting an origination fee of 13%
of each “Advance” and prepaid interest of 2% of each Advance, plus an annual fee
in the amount of §}3300.00.7 An “Advance” is defined as “a disbursement of Loan
funds made, or to be made, to Borrower or on Borrower’s behalf under the terms and
conditions of this Agreement.”8

I considered the conflicting testimony of the witnesses and find that neither

witness was entirely credible. Where the positions diverge, I have outlined the

testimony of each representative. Swan testified that PFSI provides loans and

 

6 Agreement at p.3, paragraph 5(i). See also Aug. Trans. at pp. 8-9.
7 Agreement at p.5, paragraph 11.

8 Agreement at p. 6, paragraph 14(a).

funding for commercial businesses.9 The relationship with Defendants dates back
to 201 1 when Swan operated his business affairs under the name of a different entity.
Sometime in late 2012, or early 2013, the parties continued to do business, now
through PFSI, but it was more of a “hand shake” relationship.10 In February 2014,
they documented the business dealings. Swan testified the Note and Agreement
evidenced a line of credit intended to consolidate old debt, bring arrears up to date,
and start anew.ll Swan then presented a spreadsheet outlining the history of
advancements from PFSI to Defendants.12 Although recognizing the limiting
language within the loan documents, Swan testified that the relationship evolved and
some funds were provided for the benefit of the Defendants that were not bail
postings. l 3 However, Swan also contradicted himself and testified that the Advances
correlated solely to bail and Defendants were not to take an Advance for other

purposes.14 And, although Swan testified that past debts were to be rolled into this

 

9 June Trans. at p. 27.

'0 June Trans. at pp. 28, 32.

June Trans. at p. 34.

12 The Spreadsheet was admitted as hearing Exhibit 3.
13

June Trans. at pp. 33-34.

Aug. Trans. at p.15.

new line of credit, he also admitted that some of the debt was for money that was
not covered by an agreement with PFSI.15 Furthermore, some debts were admittedly
owed to Swan and his wife, not PFSI, pursuant to a “verbal” agreement with no
evidentiary support.

The parties differ in their interpretation of the events that conspired, but the
stories reconciled to an extent and the relationship generally proceeded as follows.16
Bums would approach Swan and request an Advance to post a cash bond for a
criminal defendant Bums would either directly access a joint bank account to draw
the funds or Swan would have the funds deposited into an account for the benefit of
the Defendants.17 Swan, on behalf of PFSI, would require documentation of the
posting of the bond, monitor all cases and track the status of the bond. If the criminal
case was resolved, Swan would notify Burns to go pick up the check from the court,
and when he returned to the PFSI offices, Burns was to pay PFSI the full amount of
the bond.18 As discussed above, PFSI was also to be compensated for advancing the

funds.

 

15 Aug. Trans. at pp. 20-21.
16 See Aug. Trans. at pp. 12-13 and 36-38.
17 June Trans. at p. 33.

18 June Trans. at pp. 33, 65-67.

It is undisputed that neither PFSI, nor Swan, is a licensed bail bondsman or
producer in Delaware.19 As a result, during the cross-examination of Swan at the
initial hearing, counsel for Defendants began to explore a line of questioning that
could have involved Swan incriminating himself. The issue raised by Defendants
was that PFSI’s receipt of a percentage of more than 10% of the bails could be
punishable under 18 _Qe_l. Q. §4354. Therefore, before resuming testimony, the Court
temporarily suspended the proceedings to allow the parties an opportunity to consult
with counsel regarding any potential criminal liability and their rights with respect
to the proceedings.20 The hearing continued on August 3, 2017 at which time the
Court confirmed that the parties had consulted with counsel and the parties were
ready to proceed.

Bums then testified that his relationship with Swan was more of a “partner”
then a “lender” and that the Agreement was entered into solely in response to new
regulations issued by the Department of Insurance, i.e. that only a licensed bail
bondsman could post cash bails.21 Burns believed the Agreement was a way to help

Swan get around these rules. Although the Department of Insurance regulations

 

19 June Trans. at pp. 63-64.
20 June Trans. at pp. 71-80.

21 Aug. Trans. at pp. 40-41.

provide that only a licensed bail bondsman that interviews a defendant can post the
bond, A&R posted bails for Swan without having met the defendant.22 In other
words, Burns alleges that he and Swan “conspired to violate the insurance laws of
the State of Delaware.”23

An example of how the relationship worked shows the importance of the value
exchanged and the interplay with the insurance statutes. In a typical situation, if the
cash bail was $10,000.00, the family would pay 30% to A&R or $3,000.00. A&R
would then be expected to pay $1,500, or ‘/2 to PFSI.24 PFSI/Swan would give A&R
$10,000.000 and the $10,000.00 cash bail would be posted by Burns with the court.
Upon release by the court, the bond would be returned to PFSI.

Bums testified that he routinely paid between 15-18% of each bond to Plaintiff
and 2% of every bail was considered part of a “BUF” that he would retain at the end
of the relationship.25 A “BUF” or “build up fund” account, is created when a portion

of each bail is set aside to pay any forfeiture ordered.26 This is frequently done with

 

22 Aug. Trans. at pp. 59-60.

23 Aug. Trans. at p. 5 7. When asked about proof of the conspiracy, Burns
responded: “I guess this is proof right here. These are the bails that we done. We
did these bails. Pretty much all of them were illegal that we done.” Id.

24 Aug. Trans. at pp. 44-45.

25 Aug. Trans. at pp. 46-48.

26 Aug. Trans. at pp. 16-17.

insurance companies. When the lending relationship ends, and any outstanding
cases are over, the BUF account is returned to the bail bondsman. The BUF covers
the risk taken by the bail bondsman that the defendant may abscond.27 Burns further
testified that the parties shared the responsibility 50/50 for any court ordered
forfeiture of bail in the event a defendant absconded.28 Swan denied that they agreed
on arrangements for a BUF or forfeiture sharing.29

Bums also testified that Swan frequently initiated some of the bails but would
ask A&R to post for him. With respect to several of the names on the spreadsheet,
A&R acted as an intermediary, never met the defendant, and had no paperwork or
payment from the family.30 Burns recognized this was “wrong”31 and when he ran
into issues with the Department of Insurance, he claims Swan agreed to take care of
his legal expenses.32 Bums also admits that although some of the bonds were

initiated by Swan, Bums sometimes picked up the money from the court and kept it

 

27 Aug. Trans. at pp. 16-17.
28 See Aug. Trans. at pp. 43, 46-67.

29 See Aug. Trans. at pp. 87, 94-95.

30 Aug. Trans. at pp. 50-52.

31 Aug. Trans. at p. 54.

32 Aug. Trans. at p. 55.

without returning it to Swan or paid it out to a creditor on behalf of A&R. Bums
didn’t always return these funds to Swan because of the pending lawsuit, he believed
he was owed a refund from Swan, and because he believes it was his money to use.33

The Note and Agreement are consistent with Bums’s version of the
transactions, but Swan denied any alleged “conspiracy” to violate the new insurance
laws. Rather, Swan contends that the loan agreement was intended to bring the
parties’ relationship into compliance with the new insurance regulations34

CONCLUSIONS OF LAW

Confession of Judgment

The Note contained a clear confession of judgment provision that would, in
the normal course of events, allow the Court to simply stop there. If a confession of
judgment matter is contested, the courts are to inquire into the validity of the waiver.
The plaintiff bears the burden of showing the waiver was knowingly, intelligently
and voluntarily made. If the plaintiff carries its burden to prove waiver of notice and
hearing, the burden shifts to the defendant to raise defenses at a subsequent hearing
pursuant to 10 D_el. Q. §2306@).

In examining the waiver, the court will look to the totality of the circumstances

including: (i) the defendant’s business sophistication and experience with similar

 

33 Aug. Trans. at pp. 56-57, 77.

34 Aug. Trans. at p. 93.
10

documents/provisions; (ii) whether the defendant consulted with an attorney in
negotiating the document; (iii) whether defendant took the time to read and
understand the terms; (iv) whether defendant had an opportunity and time to review
the document; (v) was there a quid pro quo in exchange for the provision honored;
(vi) where the provision is located within the agreement and whether it was placed
in a deceptive manner or obscured; (vii) whether the provision is placed so as to be
completely beyond the defendant’s contemplation of its purpose and separated from
other provisions of the agreement; (viii) whether there was any unfair surprise; and
(ix) whether the provision is placed with special attention such as underlined or in
bold letters.35

Ultimately, at the hearing, A&R did not contest the validity of the confession
of judgment provision and did not present evidence to refute a knowing, intelligent
and voluntary waiver. The confession of judgment provision is found on page 1,
paragraph 10, of the Note. It is within its own paragraph, states “Confession of
Judgment” in bold, capital letters, and includes a paragraph that is entirely
capitalized, in contrast to the remainder of the Note that, except for headings, is in

lower case. In light of this, as well as the lack of evidentiary support indicating A&R

 

35 See e.g., Architectural Cabinets, Inc. v. Gaster, 291 A.2d 298 (Del. Super. 1971);
Cheidem Corp. v. Farmer, 449 A.2d 1061 (Del. Super. 1982); Customers Bank v.
Zimmerman, et. al., 2013 WL 6920558 (Del. Super. Nov. 22, 2013).

11

was unaware of the provision, I initially find that Plaintiff has met its burden to
confess judgment against A&R.

However, to the extent PFSI seeks to recover debts it believes are owed to
Swan (and/or his wife) personally (not PFSI), that are not documented as debts owed
to PFSI,36 or that were advanced by PFSI for reasons not covered by the Note and
Agreement,37 I find that these debts cannot be recovered by PFSI against the
Defendants pursuant to this Confession of Judgment action.38

Even if consent is found to be valid though, a defendant may raise defenses

that he did not know he had at the time he signed the instrument39 The burden now

 

36 I refer here to the alleged debt for rent and electricity that may be owed to
Swan and his wife personally as well as the pre-2014 debt that may not be owed to
PFSI. See Aug. Trans. pp. 20-21, 27.

37 I include herein the alleged debts for vehicle expenses and legal counsel fees.
See Aug. Trans. pp. 25, 28.

38 The only documentation provided by Plaintiff evidencing the debts owed was
the Spreadsheet. No receipts or bank statements or other evidence was presented.
I note, and take judicial notice of the fact that, Swan has a history of attempting to
recover debts that were not documented as owed to the moving party as well as a
history of duplicitous conduct in the preservation and presentment of evidence.
See Preferred Investment Servl`ces, Inc. v. T&HBail Bonds, Inc., et. al., 2013 WL
3934992, at *18-20, *26-28 (Del. Ch. July 24, 2013), aff’d 2015 WL 258527 (Del.
Jan. 21, 2015); T&H Bail Bonds, Inc., et. al., v. Preferred Investment Services,
Inc., and Edwl'n Swan, C.A. No. N14J-01-761, at * 13 (Del. Super. Comm., Aug.
31, 2015).

39 Cheidem Corp. v. Farmer, 449 A.2d 1061, 1064 (Del. Super. 1982).

12

shifts to the Defendants to establish a valid defense by a preponderance of the
evidence. Defendants here argue that they conspired with Plaintiff and Swan to
circumvent the insurance laws of the State of Delaware and if true, these acts void
the Note and Agreement. Defendants recognize that this is a punishable criminal
offense in Delaware. Before addressing this issue further though, the matter of
confession of judgment or the personal liability of Burns must be considered
Burns as “Guarantor”

The signature of Bums, with the term “Guarantor,” appears on the Note, yet
the evidentiary record is devoid of any supporting indicia of liability. Admittedly
there is a passing reference to a guaranty from Bums in the Agreement (page 3,
paragraph G). The Agreement however, is not signed by Burns personally as
“guarantor” and there are no further references to a guaranty from Burns. And,
although the Agreement specifically contemplates that there would be “guaranties
of the Loans in favor of Lender, executed by the guarantor(s) named below, on
Lender’s forms,” there is no separate guaranty document signed by Burns. Further,
although the term “Guarantor” appears on the Note by his name, the preceding (all
capitalized) paragraph states that Borrower read and understood the provisions of
the Note, agreed to its terms, etc. There is no corresponding acknowledgment for
the “Guarantor.” The confession of judgment provision within the Note also only

references the “Borrower’s” waiver of rights, and makes no reference to the

13

“Guarantor.” No other evidence was presented at the various hearings, or thereafter,
to indicate Bums’s intent to be bound personally and individually with respect to the
lending arrangement or that he knowingly, intelligently and voluntarily waived his
rights to confession of judgment Therefore, I find that judgment cannot be
confessed against Burns personally.
Unconscionabilitv of Note and Agreement

If this had in fact been a simple loan arrangement, the story would end there,
but it does not. The Court must now turn to the legality of the business arrangement
In this proceeding, the Court sits as the finder of fact, weighs the credibility of
witnesses and resolves any conflicts in witness testimony.4° The Court must
consider the reasonableness or unreasonableness of the testimony, motives of the
witnesses, any bias, prejudice or interest as well as any other circumstances shown
by the evidence which affect the believability of the testimony.41 Upon finding
conflicting testimony, the Court will attempt to make one harmonious story by
giving credit to the portions of testimony which are worthy of credit and disregarding

any portion that is not.42

 

40 Liberto v. Gilbert, 2015 WL 9048087, at *2 (Del. Super., Dec. 4, 2015).

41 Interz`m Healthcare, Inc. v. Spherion Corp., 884 A.2d 513, 545-546 (Del. Super.
2005), quoting Dl`onz'si v. DeCampll', 1995 WL 398536, at *1 (Del. Ch. June 28,
1995).

42 Id.

14

Each of the parties must prove their position by a preponderance of the
evidence and the Court shall find in favor of the party that establishes the greater
weight of the evidence in their favor.43 “If the evidence is in even balance in a case
then the side having the duty to prove something by a preponderance of the evidence
has failed to prove it by such preponderance.”44

The parties stipulated to, and agreed to, the genuineness and authenticity of
the Note and Agreement. PFSI is not a licensed bail bondsman in Delaware. Despite
this, PFSI purported to “lend” funds to A&R to post cash bails and in exchange,
A&R paid PFSI anywhere from 13-18% of the amount of the cash bail. According
to the Note, A&R was to pay all or a portion of the principal and amounts due to
PFSI “on demand”. Neither the Agreement nor the Note contemplated a monthly
minimum payment obligation or other payment arrangement depending on the
amount owed. Rather, the evidence shows that once a bail was released by the Court,
the entire bail was to be returned to PFSI. Swan tracked this process, retained the

receipt or paperwork, and maintained an interest in the bail proceeds upon

redemption of the bond,

 

43 Liberto v. Gilbert, 2015 WL 9048087, at *2.

44 Guthria’ge v. Pen-Mod, Inc., 239 A.2d 709 (Del. Super. 1967).

15

Based upon a review of the Note and the testimony presented on behalf of
PFSI, I find that PFSI maintained a “financial interest”45 in each “Advance” or cash
bail posted by A&R. In fact, l find that it is more likely than not that PFSI/Swan
used Bums and A&R as a “straw man” to effectuate the issuance of bonds that were
either originated by Bums or by Swan himself, or that the parties were acting as
partners with respect to the posting of bonds. Swan’s own description of the
relationship is telling. Swan testified that Bums would obtain an Advance (bond),
pay the bond to the court, give the receipt to Swan, who would monitor the case until
it was over and ready to be collected. At that time, Burns would collect the receipt
from Swan, take the receipt to court, get the money (bond) and “retum” it to Swan.46
The Spreadsheet and Swan’s testimony repeatedly refer to bonds as either “retumed”
or “unretumed.”47 In other words, PFSI’s interest in the funds converted from “cash”
to a “bond” and the entire bond was to be returned to PFSI. In a typical lending

relationship, the lender does not lay claim to the funds in that manner, but rather, the

 

45 It is reasonable to interpret PFSI’s interest as 100% of the bail bond. PFSI
presumably would loan the full amount of the bail, and the full amount was to be
returned to it.

46 Aug. Trans. at pp. 12-13.

47 See e.g., Aug. Trans. at p. 21.

16

lender claims an interest in the accumulating debt as a whole.48 PFSI/Swan’s unique
claim to the bond leads to the conclusion that they were not disinterested and
PFSI/Swan retained a financial interest in the bond itself.

Further, after weighing the credibility of the witnesses and considering the
reasonableness or unreasonableness of the testimony, to reconcile the conflicts, I
find that it is more likely than not that the purpose of the 2% pre-payment was
intended to fund a BUF account. l could find no other justification for PFSI to have
required a 13% origination fee plus prepaid interest of 2% of each Advance, The
parties consistently testified that this type of fund is regularly established within the
insurance industry. The separation of the 2% from the 13% can only logically be
explained as the parties’ intent to mimic this insurance practice. Finally, l find that
there would be no purpose in the establishment of a BUF if it were not also the
parties’ intent to share forfeiture liability. I find that the relationship as outlined by
Bums is the only reasonable interpretation of the Agreement. Although one would
question why Burns would admit to committing acts that could be punishable as a

felony,49 I do not doubt the veracity of his testimony on this subject.

 

43 Although the Note provides for payment of the entire debt to be made on
demand, Swan’s testimony is that each bond was to be returned to him when
released by the Court.

49 Any person found guilty of a violation of this section of the Insurance Code is
guilty of a class F felony. 18 _D_eL Q. §4352(b).

17

Having made these findings, l now address the alleged conspiracy to violate
the insurance statute. Section 4333(d)(3) of Title 18 of the Delaware Code provides
that no licensee (i.e. bail bondsman) shall allow a person to acquire or maintain a
10% or greater financial interest in the bail agent’s business or any 1 or more bail
bonds, unless the person seeking to acquire such interest is a licensed bail bondsman.
In light of the fact that PFSI (through Swan) retained a 100% interest in the cash
bails, plus was to be paid at least 13% of each cash bail, and shared the liability of
any forfeiture 50/50, I conclude that the arrangement violated 18 Dil. Q.
§4333(d)(3). Although Swan testified that it was his intent to conform to the new
insurance laws, the arrangement here is virtually identical to his practices prior to
the 2014 code change.50 And, although Swan was not permitted to issue bonds in
Delaware, he worked in concert with Bums to use A&R’s bail license to conduct
business. Swan was sophisticated and knowledgeable about the bail bondsman
industry and attempted to do indirectly what he was not permitted by statute to do
directly. When the law changed in January of 2014, the relationship between the
parties didn’t change, he simply coined a new name for the practice and disguised it

as a lending relationship.

 

50 See e.g. Preferred Investment Services, Inc. v. T&HBail Bonds, Inc., et. al.,
2013 WL 3934992 (D€l. Ch. July 24, 2013).

18

This Court will not enforce a contractual agreement that is founded upon a
violation of the law. “Where parties to a contract are in pari delicto, a court will
‘leave them where it finds them,’ and will refuse to enforce the contract.”51 PFSI
argues that even if the Court finds that the contract was illegal, it could still enforce
its terms.52 “Contracts may be unenforceable if they are either illegal per se or
violate public policy.”53 In making this determination, the court will consider:

the statute’s language, nature, object, purpose, subject
matter, reach, the wrong or evil which the law seeks to
remedy or prevent, the class of persons sought to be
controlled, the legislative history and the effects of holding
a contract in violation of the law invalid as well as
balancing the interest in enforcement of the contract
against the law’s underlying public policy.54
1 have considered the statute’s language, nature, object and purpose to be to

regulate persons involved in the bail bond business in Delaware. Unlike the case

cited by PFSI, this is not a situation of a technical defect within the document. The

 

51 Burns v. Ferro, 1991 WL 53834, at *2 (Del. Super. Mar. 28, 1991) (internal
citations omitted). See also Della Corp. v. Dz`amona’, 210 A.2d 847, 849 (Del. 1965)
(finding illegality of contract cannot be cured by fictitious form of agreement);
Ajj'z`liatea’ Enterprz'ses, Inc. v. Waller, 5 A.2d 257, 259 (Del. Super. 1939) (declining
to afford plaintiff relief when agreement is in violation of statute).

52 PFSI cites Bunting v. Citizen ’s Fin. Group, 2007WL 2122137, at *5 (Del.
Super. Ct. Jun. 29, 2007).

53 Ia'. (intemal citations omitted).

54 Ia’.

19

business relationship itself was intended to circumvent the statute in question and
PFSI/Swan (as well as A&R/Bums) are within the class of persons sought to be
controlled. In the present case, the statute in question was amended by the Delaware
General Assembly to curb abuses of the bail bond system and to tighten regulatory
oversight in order to control abuses of the system.55 The arrangement presently
before the Court is a substantive manipulation of the statute’s prohibitions and is
against the very public policy the statute was intended to protect. In conclusion,
after examining the contracts at issue here, and scrutinizing the facts and
circumstances of this case, it is my determination that the parties’ business dealings
violate the laws of the State of Delaware and as such, l find that the Note and
Agreement are void and unenforceable.56

In consideration of the foregoing, I hereby decline to enter any judgment in
this matter and will leave the parties as the Court finds them.

IT IS SO ORDERED this 26th day of January, 2018

 

 

55 See Del. H.B. l as substitute for H.B. 151 syn., 147th Gen. Assem. (Aug. 27,
2013).

56 See e.g., ln re Fuqua Ina’ustrz'es, Inc., 2006 WL 2640967 (Del. Ch. Sept. 7, 2006)
(voiding contract that conflicted with strong public policy and rules of professional
conduct).

20

