Background
Laura Tyler Perryman founded Stimwave Technologies Incorporated to develop and commercialize neurostimulators. She later caused Micron Devices LLC to assign patents and contractual rights to Stimwave through several agreements executed in 2018 and 2019. Perryman also signed a Security Exchange Agreement representing that she owned 75,000 common shares of StimQ Medical LLC and agreeing to transfer her interest to Stimwave and execute any additional documents reasonably necessary to complete the transaction.
After Perryman resigned as Stimwave’s CEO, she asserted that Micron Devices still owned the assigned intellectual property. In Micron Devices’ bankruptcy proceeding, however, the U.S. Bankruptcy Court for the Southern District of Florida entered a final settlement-approval order holding that the assignment agreements were valid, binding, and enforceable. Stimwave later entered bankruptcy, and Curonix acquired its rights, claims, and assets. Curonix sought summary judgment declaring the assignment and share-transfer agreements enforceable and compelling Perryman to execute documents required under Bahamian law to register the transferred StimQ shares.
The Court’s Holding
The Court granted Curonix summary judgment on all three counts presented in its motion. On Count I, it held that res judicata barred Perryman from disputing the validity of the Micron assignment agreements because the Florida Bankruptcy Court had jurisdiction, Perryman participated in that proceeding, the same issue was decided adversely to her, and the resulting order became final.
On Count IV, the Court held that Perryman transferred her 75,000 StimQ shares to Stimwave under the unambiguous Security Exchange Agreement and that Curonix acquired title to those shares as Stimwave’s successor. Perryman’s undated purported membership register did not create a genuine factual dispute against the agreement she signed and her subsequent email attaching a spreadsheet showing her ownership.
On Count V, the Court ordered specific performance. Perryman had agreed to execute documents reasonably necessary to complete the share transfer, and her refusal to execute the Bahamian registration documents breached that obligation. The equities favored Curonix because the refusal prevented it from receiving shares to which it was contractually entitled, while compliance would cause Perryman no cognizable harm.
Key Takeaways
- A final bankruptcy-court ruling validating assignment agreements can preclude a party who participated in that proceeding from relitigating their enforceability.
- A signatory’s unsupported assertion that she never owned transferred shares did not overcome the agreement’s unambiguous representations and corroborating evidence.
- The Court may compel execution of ancillary registration documents when a contract requires further acts necessary to complete a transfer.
Why It Matters
The decision reinforces the finality of bankruptcy-court determinations concerning transferred assets and illustrates Delaware’s willingness to enforce clear contractual representations at summary judgment. A party cannot avoid a documented transfer through conclusory denials or unreliable records that conflict with agreements she signed.
The ruling also confirms that specific performance may extend beyond recognizing ownership: when promised administrative acts are necessary to perfect or register a transfer, the Court of Chancery can require the obligated party to complete them.