                                        COURT OF CHANCERY
                                                OF THE
                                        STATE OF DELAWARE

TAMIKA R. MONTGOMERY-REEVES                                           Leonard Williams Justice Center
          VICE CHANCELLOR                                             500 N. King Street, Suite 11400
                                                                     Wilmington, Delaware 19801-3734

                                   Date Submitted: April 13, 2018
                                    Date Decided: April 27, 2018




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



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


      Dear Counsel:

                This letter opinion addresses Plaintiff and Counterclaim Defendant’s Motion

      for Reargument. For the reasons stated herein, the Motion is DENIED.

      I.        BACKGROUND 1
                On March 29, 2018, this Court issued its Order Crafting Remedy Following

      Remand (the “Remand Order”) vacating the existing injunction against Heartland;



      1
                Terms not otherwise defined have the same meaning as in the Remand Order.
inTEAM v. Heartland
C.A. No. 11523-VCMR
April 27, 2018
Page 2 of 6

declining to issue new injunctions against Heartland, inTEAM, and Goodman; and

ordering Goodman to pay $399,997.08 in money damages for violating his non-

compete obligations. On April 5, 2018, inTEAM and Goodman filed their Motion

for Reargument. On April 13, 2018, Heartland filed its opposition to inTEAM and

Goodman’s Motion.

II.   ANALYSIS
      Under Court of Chancery Rule 59(f), a party may move for reargument within

five days after the filing of the Court’s opinion. 2 Reargument will be granted only

where the court “overlooked a decision or principle of law that would have

controlling effect or . . . misapprehended the facts or the law so the outcome of the

decision would be different.”3 A motion for reargument is not a mechanism to

present new arguments or to relitigate claims already considered by the Court.4




2
      Ct. Ch. R. 59(f).
3
      Pontone v. Milso Indus. Corp., 2014 WL 4352341, at *1 (Del. Ch. Sept. 3, 2014);
      see also Medek v. Medek, 2009 WL 2225994, at *1 (Del. Ch. July 27, 2009).
4
      E.g., Oliver v. Bos. Univ., 2006 WL 4782232, at *1 (Del. Ch. Dec. 8, 2006) (“[N]ew
      arguments that have not previously been raised cannot be considered for
      reargument.” (quoting Lane v. Cancer Treatment Ctrs. of Am., Inc., 2000 WL
      364208, at *1 (Del. Ch. Mar. 16, 2000))); In re ML/EQ Real Estate P’ship Litig.,
      2000 WL 364188, at *1 (Del. Ch. Mar. 22, 2000).
inTEAM v. Heartland
C.A. No. 11523-VCMR
April 27, 2018
Page 3 of 6

      In the Remand Order, this Court found that the unclean hands doctrine barred

injunctive relief for both inTEAM and Heartland and rejected Goodman’s

affirmative defenses.5 inTEAM and Goodman now argue that the Court “materially

misinterpret[ed] and misappl[ied] the Delaware Supreme Court’s mandate.”6

Specifically, they disagree with the Court’s interpretation of the Supreme Court’s

opinion as a reversal of both the holding that Goodman did not breach the non-

compete and the finding that Heartland had knowledge of Goodman and inTEAM’s

actions. 7 As a result, inTEAM and Goodman aver that the Court erroneously

awarded Heartland damages and ignored Goodman’s affirmative defenses.8

      All of inTEAM and Goodman’s arguments in their Motion have been

previously made and rejected. First, inTEAM already argued that the Delaware

Supreme Court’s decision precluded this Court from lifting the injunction previously

entered against Heartland. 9 But the Court did not read the Supreme Court’s opinion


5
      inTEAM Assocs., LLC v. Heartland Payment Sys., LLC, 2018 WL 1560058, at *2,
      *5 (Del. Ch. Mar. 29, 2018) (ORDER).
6
      Pl. and Countercl. Def.’s Mot. for Reargument 2.
7
      Id. at 4–5.
8
      Id. at 9–14.
9
      Compare Pl. and Countercl. Def.’s Answering Br. on Remand 2 (“The Delaware
      Supreme Court explicitly affirmed this Court’s entry of an injunction against
inTEAM v. Heartland
C.A. No. 11523-VCMR
April 27, 2018
Page 4 of 6

to prohibit it from vacating Heartland’s injunction as an appropriate remedy on

remand. Thus, the Court rejected inTEAM and Goodman’s arguments and vacated

the injunction based on inTEAM’s unclean hands. 10 Second, inTEAM already

argued that Heartland’s affirmative defenses should not be considered on remand

because Heartland did not raise this issue on appeal. 11 inTEAM’s contention

notwithstanding, this Court followed the Supreme Court’s instruction to consider an

appropriate remedy for Heartland on remand. 12 This Court concluded that the

doctrine of unclean hands barred both inTEAM and Heartland from receiving


      Heartland and that decision is final.”), and id. at 39 (“Heartland’s request that this
      Court vacate the injunction against it is baseless since the Delaware Supreme Court
      specifically affirmed this Court’s entry of the injunction against Heartland.”), with
      Pl. and Countercl. Def.’s Mot. for Reargument 10 (“On remand, the Court found
      that inTEAM was guilty of unclean hands and vacated on that ground the injunction
      previously entered against Heartland – even though the entry of the injunction had
      been affirmed by the Supreme Court.”).
10
      inTEAM Assocs., 2018 WL 1560058, at *2.
11
      Compare Pl. and Countercl. Def.’s Answering Br. on Remand 39–40 (“The
      Supreme Court did not instruct this Court to consider Heartland’s affirmative
      defenses because it already affirmed this Court’s finding of Heartland’s breach and
      the remedy for that breach.”), and id. at 40 (“Heartland never asserted on appeal its
      entitlement to re-argue affirmative defenses on remand.”), with Pl. and Countercl.
      Def.’s Mot. for Reargument 4 (“[T]he Supreme Court did not . . . direct this Court
      to reconsider its prior rejection of Heartland’s affirmative defenses – in fact,
      Heartland never challenged those aspects of the Court’s judgment in its appeal.”).
12
      Heartland Payment Sys., LLC v. inTEAM Assocs., LLC, 171 A.3d 544, 547 (Del.
      2017).
inTEAM v. Heartland
C.A. No. 11523-VCMR
April 27, 2018
Page 5 of 6

equitable relief. 13 Third, Goodman continues to assert that his breach of contract

falls outside of the statute of limitations.14 The Court considered and rejected this

argument in the Remand Order. 15        Fourth and finally, inTEAM argues that

“Heartland fail[ed] to prove that inTEAM was not being transparent” with its

development activities. 16 But the Court considered this argument and determined

that the Supreme Court must have rejected inTEAM’s disclosure argument because

“[o]therwise, waiver would have been the necessary outcome in the Supreme Court’s

opinion.” 17 inTEAM clearly disagrees with the Court’s Remand Order. But that

disagreement is not proper grounds for reargument. inTEAM improperly seeks to

rehash arguments that this Court has already considered and rejected. The proper

vehicle for inTEAM and Goodman’s arguments is appeal. 18



13
      inTEAM Assocs., 2018 WL 1560058, at *2.
14
      Pl. and Countercl. Def.’s Mot. for Reargument 13 (“But the Remand Order ignores
      Mr. Goodman’s defense that Heartland’s damages are barred by the statute of
      limitations, in whole or in part, as raised on remand.”).
15
      inTEAM Assocs., 2018 WL 1560058, at *5 (“Goodman’s affirmative defense[] of
      laches . . . fail[s] because Heartland lacked knowledge of Goodman’s breaching
      behavior.”).
16
      Pl. and Countercl. Def.’s Sur-Reply Br. 11–12.
17
      inTEAM Assocs., 2018 WL 1560058, at *5 n.4.
18
      See Supr. Ct. R. 8.
inTEAM v. Heartland
C.A. No. 11523-VCMR
April 27, 2018
Page 6 of 6

III.   CONCLUSION
       For the foregoing reasons, inTEAM and Goodman’s Motion for Reargument

is DENIED.

       IT IS SO ORDERED.

                                         Sincerely,

                                         /s/Tamika Montgomery-Reeves

                                         Vice Chancellor
