Background
Titan Spine was a medical device company founded by Ullrich and Gemas that developed titanium spinal implants. In 2008, physicians Girasole and Wascher executed royalty agreements entitling them to 1.5% and 1.0% of Titan’s net revenues, respectively, on their patented inventions. In December 2016, Titan’s Board reduced royalties on products using nanoLOCK technology by 33% without the consultants’ knowledge. In April 2019, Girasole and Wascher signed amended royalty agreements that formalized the reduced rates.
Simultaneously, Titan executives negotiated a merger with Medtronic while publicly representing to shareholders that the company was preparing for an IPO. In August 2018, Titan conducted a Series B offering for $20 million, describing it as a growth vehicle before an IPO, without disclosing the ongoing merger discussions. The subscription period closed October 31, 2018. On May 31, 2019, Titan announced the Medtronic acquisition, revealing that Medtronic had first expressed interest on November 5, 2018—five days after the Series B offering closed.
Plaintiffs first sued in Wisconsin state court in March 2022. After the Wisconsin court enforced a Delaware forum selection clause contained in the merger documents, plaintiffs refiled in Delaware in February 2025, adding breach of contract claims concerning the 2008 royalty agreements in July 2025.
The Court’s Holding
Vice Chancellor Will granted defendants’ motion to dismiss all claims as time-barred. For the Royalty Claims, breach of contract accrued in December 2016 when the Board reduced royalties, with the final breach in April 2019 when the Amended Royalty Agreements were executed. Fraud claims accrued when the false statements were made between February and April 2019. The three-year statute of limitations expired by April 2022, but plaintiffs did not assert breach of contract claims until July 2025. The court found no viable tolling doctrine: Girasole and Wascher were on inquiry notice by April 2019 because the Amended Royalty Agreements contained tables making the 33% reduction mathematically plain.
For the Series B Claims, the court found accrual occurred no later than October 31, 2018, when the subscription period closed. Even if tolling applied initially, plaintiffs were put on inquiry notice by May 31, 2019, when Titan announced the merger and disclosed that Medtronic’s interest began five days after the Series B offering closed. This sudden announcement of a nine-figure merger, mere months after Titan raised Series B funds for a purported IPO and denied seeking a buyer, was sufficient to put a reasonably diligent stockholder on notice to investigate further. The three-year limitations period expired in May 2022, but claims were not filed until February 2025.
The court rejected plaintiffs’ attempts to avoid the statute of limitations through Rule 15(c) relation back and the Delaware Savings Statute. Relation back does not apply because it only governs amendments within the same court, not separate complaints filed in different courts. The Savings Statute does not protect plaintiffs whose delay results from a deliberate choice to sue in the wrong forum despite knowing about a forum selection clause—any harm was “entirely self-inflicted.”
Key Takeaways
- Statutes of limitations begin running when the wrongful act occurs, not when the plaintiff discovers it or discovers the full scope of the wrongdoing.
- Inquiry notice does not require discovering the entire wrongful scheme—only facts sufficient to prompt a person of ordinary intelligence and prudence to investigate further will start the clock.
- Clear red flags, such as an unexpected merger announcement shortly after a capital raise with representations of an IPO, are sufficient to trigger inquiry notice.
- Plaintiffs cannot avoid Delaware forum selection clauses and statutes of limitations by strategically litigating in non-Delaware forums, then invoking the Savings Statute after delay.
Why It Matters
This decision reinforces Delaware’s strict approach to statutes of limitations in corporate disputes and the enforceability of forum selection clauses. Plaintiffs facing time-sensitive claims cannot rely on strategic forum shopping to preserve claims that would otherwise be time-barred. The court’s analysis of inquiry notice is particularly significant: it establishes that shareholders bear a duty to investigate when circumstances suggest possible misconduct, even if the precise nature of the wrongdoing is not immediately apparent. The sudden announcement of a major merger just months after a capital raise allegedly designed for growth provides sufficient notice to trigger investigation obligations.
The decision also clarifies that the Delaware Savings Statute—which provides limited relief from time bars for procedurally barred plaintiffs—does not excuse self-inflicted delays caused by choosing the wrong forum despite actual knowledge of a forum selection clause. This has significant implications for sophisticated parties in M&A transactions who include forum selection provisions: they can reasonably expect such provisions to be enforced, and plaintiffs’ attempts to circumvent them through other jurisdictions will not be rewarded by equity doctrines or statutory relief.