Orchid Global, Inc. v. David Salamon

── Orchid Global, Inc. v. David Salamon ── Court: Court of Chancery of Delaware Date: April 10, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ORCHID GLOBAL, INC., ) ) Plaintiff, ) ) v. ) C.A. No. 2025-0605-LWW ) DAVID SALAMON, ) ) Defendant. ) MEMORANDUM OPINION Date Submitted: January 20, 2026 Date Decided: April 10, 2026 Jeremy D. Anderson, BAKER & HOSTETLER LLP, Wilmington, Delaware; Counsel for Plaintiff Orchid Global, Inc. Samuel L. Closic, Caneel Radinson-Blasucci, & Kirsten M. Valania, PRICKETT, JONES & ELLIOTT, P.A., Wilmington, Delaware; Counsel for Defendant David Salamon WILL, Vice Chancellor  Delaware corporations often adopt forum selection bylaws to channel internal governance disputes to the Court of Chancery, where such provisions are routinely enforced. This case involves an attempt to stretch one beyond its plain text. A corporation has brought this declaratory judgment action against a California minority stockholder, seeking to establish that Delaware law governs the stockholder’s demand to inspect corporate records. The stockholder moved to dismiss for lack of personal jurisdiction. Although the dispute concerns inspection rights—an internal affairs matter—the bylaw does not apply to this suit filed by a corporation against a stockholder. Because the bylaw does not constitute consent to be sued in Delaware, and no other basis for jurisdiction exists, the stockholder’s motion to dismiss is granted. I. BACKGROUND Unless otherwise noted, the factual background is drawn from the complaint and documents it incorporates by reference.1 A. The Inspection Demand Plaintiff Orchid Global, Inc. is a closely-held Delaware corporation headquartered in San Francisco, California.2 Defendant David Salamon is a 1 See Verified Compl. (Dkt. 1) (“Compl.”). 2 Id. ¶ 4 (noting that though Orchid identifies its principal place of business as San Francisco, it has been remote since 2020). 1 California resident who holds 11.11% of Orchid’s common stock.3 He is not—and has never been—an officer or director of Orchid.4 He was a full-time contractor for Orchid and its predecessor from 2017 to 2019.5 In December 2024, Orchid offered to repurchase Salamon’s shares for approximately $1.37 million.6 To assess the offer and fair market value of his shares, Salamon made an inspection demand under California Corporations Code §§ 1600-01 for Orchid’s books and records.7 In April 2025, Orchid refused the demand on the ground that Orchid “is a Delaware corporation.”8 B. The California Litigation In April 2025, Salamon petitioned the Superior Court of California to enforce his inspection demand under California law.9 In May, Orchid moved to stay the California action on forum non conveniens grounds.10 It told the California court 3 Id. ¶ 5; see Aff. of David Salamon (Dkt. 13) (“Salamon Aff.”) ¶¶ 2, 4. 4 Salamon Aff. ¶ 4. 5 Id. ¶ 5. 6 Id. ¶ 8; id. at Ex. 1; see Compl. ¶ 6. 7 Compl. ¶ 11; id. at Ex. 2. 8 Compl. ¶ 12 (emphasis omitted); id. at Ex. 3. 9 Compl. ¶ 15; see Salamon Aff. ¶ 12; id. at Ex. 4. 10 See Pl.’s Opp’n to Def.’s Mot. to Dismiss and Cross-Mot. for J. on the Pleadings (Dkt. 20) (“Pl.’s Opp’n Br.”) Ex. B. 2 that its bylaws require stockholders to press claims for books and records in Delaware.11 In July, the California court granted Orchid’s motion to stay.12 It explained that both Delaware and California law recognize “inspection rights under Corp