Birch Strategic Capital, LLC v. Global Nourish, LLC and Inna Tumarin

── Birch Strategic Capital, LLC v. Global Nourish, LLC and Inna Tumarin ── Court: Court of Chancery of Delaware Date: April 17, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE BIRCH STRATEGIC CAPITAL, ) LLC, ) ) Plaintiff, ) ) v. ) C.A. No. 2025-0660-MTZ ) GLOBAL NOURISH, LLC and ) INNA TUMARIN, ) ) Defendants. ) MEMORANDUM OPINION Date Submitted: December 22, 2025 Date Decided: April 17, 2026 Rafael Zahralddin, LEWIS BRISBOIS BISGAARD & SMITH LLP, Wilmington, Delaware; Andrew R. Ralli, THE LAW OFFICES OF ANDREW RALLI, LLC, Wilmington, Delaware, Attorneys for Plaintiff Birch Strategic Capital, LLC. Daniel C. Herr, LAW OFFICE OF DANIEL C. HERR LLC, Wilmington, Delaware, Attorney for Defendants Global Nourish, LLC and Inna Tumarin. ZURN, Vice Chancellor.  One company sold itself to another company, and two types of disputes arose out of that transaction. Both sides raised business disputes arising out of the transaction. The purchase agreement contains an arbitration provision governing such disputes. The second type of dispute has a more personal component: after closing, the buyer’s principals allegedly sexually harassed the seller’s principal. Under a recently enacted federal statute, arbitration provisions can be unenforceable for sexual harassment cases. The seller and its principal sued the buyer and its principals in California for both sexual harassment and transaction-related claims. The buyer has its own transaction-related claim, and came to this Court seeking a ruling that its claim must be arbitrated. The seller defendants resist arbitration, asserting the buyer’s claim is a compulsory counterclaim in the sexual harassment case, so it cannot be arbitrated under the recently enacted federal statute. The seller defendants also contend this action should be stayed in deference to the first-filed California action. As the purchase agreement included a forum selection clause sending transaction-related disputes to Delaware courts, principles of comity do not commend staying this action. The buyer’s transaction-related claim is not part of the sexual harassment case, so it does not trigger the federal arbitration statute. 2  I. BACKGROUND1 The following facts were either uncontested or were proven by a preponderance of the evidence. Trial was held on a paper record, including the parties’ joint exhibits and the stipulated facts in the parties’ Joint Pre-Trial Order.2 A. The Transaction Defendant Inna Tumarin founded and owned defendant Global Nourish, LLC (together the “Defendants”), which sells skin care products.3 In February 2025, Tumarin agreed to sell Global Nourish to plaintiff Birch Strategic Capital, LLC (“Birch” or “Plaintiff”), which operates in the health and wellness space.4 The transaction agreements include an asset purchase agreement (“APA”), an employment agreement (“Employment Agreement”), and a membership unit option agreement (“MUOA,” and collectively, the “Agreements”).5 1 Citations in the form “Compl. ¶ __” refer to the Verified Complaint, available at docket item (“D.I.”) 1. Citations in the form “Ans. ¶ __” refer to the defendants’ answer to the Verified Complaint, available at D.I. 7. Citations in the form “POB at __” refer to the plaintiff’s corrected pre-trial opening brief, available at D.I. 23. Citations in the form “DAB at __” refer to the defendants’ pre-trial answering brief, available at D.I. 22. Citations in the form “PRB at __” refer to the plaintiff’s pre-trial reply brief, available at D.I. 24. Citations in the form “Def. Supp. at