Second Run, LLC f/k/a Webata LLC v. 1WorldSync, Inc.

── Second Run, LLC f/k/a Webata LLC v. 1WorldSync, Inc. ── Court: Superior Court of Delaware Date: April 24, 2026 Category: General IN THE SUPERIOR COURT OF THE STATE OF DELAWARE SECOND RUN, LLC f/k/a WEBATA, ) LLC ) ) Plaintiff, ) ) C.A. No. N25C-08-068 KMM v. ) CCLD ) 1WORLDSYNC, INC. ) ) Defendant. ) Submitted: February 9, 2026 Decided: April 24, 2026 Defendant’s Motion to Dismiss – DENIED MEMORANDUM OPINION AND ORDER William D. Sullivan (argued), SULLIVAN NIMEROFF BROWN HILL LLC, Wilmington, Delaware; Todd P. Lewis, Brian G. Thomas, CONNER & WINTERS, LLP, Fayetteville, Arkansas, Attorneys for Plaintiff Second Run, LLC f/k/a Webata, LLC. Jared T. Green (argued), ESBROOK P.C., Wilmington, Delaware; Christopher J. Esbrook, Zachary L. Sorman, ESBROOK P.C., Chicago, Illinois, Attorneys for Defendant 1WorldSync, Inc. Miller, J.  I. INTRODUCTION Plaintiff Second Run, LLC f/k/a Webata, LLC (“Webata”) entered into an asset purchase agreement with Defendant 1WorldSync, Inc. (“1WorldSync”). The agreement contemplated earn-out payments based on contractually defined Annual Recurring Revenue (“ARR”) growth of certain Webata assets acquired by 1WorldSync. Webata brings a breach of contract claim arguing 1WorldSync arbitrarily reduced revenue associated with Webata’s assets, unilaterally reducing the earn-out payment owed. 1WorldSync seeks to dismiss Webata’s claim arguing the parties delegated authority to resolve the dispute to an accounting firm (the “Motion”). In deciding the scope of authority delegated to a third-party decision maker, courts look to the parties’ contract. Here, the parties agreed to an accountant true- up mechanism—a form of an expert determination—limited to resolving disputes over earn-out calculations. A review of Webata’s claim, however, shows that the dispute is not over a calculation. Rather, the dispute centers on the correct interpretation of ARR as defined in the parties’ contract. Because the dispute is broader than an earn-out calculation, the accounting firm does not have the authority to resolve it. Accordingly, 1WorldSync’s Motion is DENIED. 2  II. FACTUAL BACKGROUND 1 A. The APA On March 7, 2023, Webata and 1WorldSync entered into an Asset Purchase Agreement (“APA”).2 At the time of the transaction, Webata was “engaged in the business of providing e-commerce product presentation, sales and supply chain, digital shelf, category intelligence, benchmarking, intelligence and marketing and promotion sales and software services (the “Business”).” 3 Under the APA, 1WorldSync acquired most of Webata’s assets including REA products—Webata’s intellectual property in an e-commerce software and analytics suite. 4 Rather than a one-time payment at closing, the parties agreed to earn-out payments based on ARR growth associated with REA products (the “Deferred Consideration Payments”) for each dollar in excess of fiscal year (“FY”) 2022. 5 The parties contemplated Deferred Consideration Payments for 2023 and 2024 6 and defined ARR as “the amount of predictable and recurring revenue components of recurring revenue streams obtained by [1WorldSync] with respect to 1 The facts are derived from the Complaint. D.I. 1 (“Compl.”) and the documents it incorporates by reference. 2 Compl. 5, Ex. A (“APA”). 3 APA § A. 4 Compl. ¶ 6. 5 Id. ¶ 7. 6 Id.; APA § 2.9.1–2. 3 the Business (