River Valley Ingredients, LLC v. American Proteins, Inc.

── River Valley Ingredients, LLC v. American Proteins, Inc. ── Court: Superior Court of Delaware Date: April 30, 2026 Category: General SUPERIOR COURT OF THE STATE OF DELAWARE PAUL R. WALLACE LEONARD L. WILLIAMS JUSTICE CENTER JUDGE 500 N. KING STREET, SUITE 10400 WILMINGTON, DELAWARE 19801 (302) 255-0660 Submitted: March 17, 2026 Decided: April 30, 2026 Stephen H. Barrett, Esquire Philip A. Rovner, Esquire DLA PIPER LLP Ryan D. Kingshill, Esquire 1201 N. Market Street, Suite 2100 POTTER ANDERSON & CORROON LLP Wilmington, DE 19801 Hercules Plaza P.O. Box 951 Brett Ingerman, Esquire Wilmington, DE 19899 Dale K. Cathell, Esquire DLA PIPER LLP J. Allen Maines, Esquire 650 S. Exeter Street, Suite 1100 A. Andre Hendrick, Esquire Baltimore, MD 21202 Patrick B. Reagin, Esquire Matt Covell, Esquire David Horniak, Esquire HOLLAND & KNIGHT LLP DLA PIPER LLP Regions Plaza, Suite 1800 500 8th Street, N.W. 1180 West Peachtree Street Washington, D.C. 20004 Atlanta, GA 30309 RE: River Valley Ingredients, LLC, et al. v. American Proteins, et al. C.A. No. N19C-12-160 PRW CCLD Plaintiffs’ Motion for Attorney’s Fees and Costs Dear Counsel: This Letter Decision and Order addresses Plaintiffs’ Motion for Attorney’s Fees and Costs (D.I. 707). For the reasons set forth briefly below, the Motion is DENIED. River Valley Ingredients, LLC, et al. v. American Proteins, et al. C.A. No. N19C-12-160 PRW CCLD April 30, 2026 Page 2 of 18 I. FACTUAL AND PROCEDURAL BACKGROUND1 This motion stems from a lengthy five-year litigation, arising from the acquisition of poultry rendering facilities by Plaintiffs—collectively referred to as Tyson—from Defendants, formerly operating as American Proteins, Inc. (“API”).2 Tyson sought entry into the competitive poultry rendering market of the southeastern United States.3 API ultimately agreed to sell two plants pursuant to an Asset Purchase Agreement (“APA”) executed in 2018 for approximately $865.8 million.4 Following closing, Tyson discovered operational and profitability issues with the purchased properties and alleged that Defendants had fraudulently induced the transaction by concealing material information—most notably, those plants’ prior use of SPN stickwater5 in production and a contemporaneous process change to 1 Mindful that the parties have a complete understanding of and familiarity with the factual background and applicable agreements, the Court dispenses with a fuller recounting thereof here. 2 See generally Decision After Trial (D.I. 706). Plaintiffs are River Valley Ingredients, LLC, Tyson Poultry, Inc., and Tyson Farms, Inc. River Valley is a subsidiary of Tyson Poultry, and Tyson Poultry is a subsidiary of Tyson Foods. For the sake of convenience and clarity, the Court will use “Tyson” when referring to the Plaintiff(s). 3 River Valley Ingredients, LLC v. American Proteins, Inc., 2025 WL 3094942, at *3 (Del. Super. Ct. Nov. 5, 2025) (Decision After Trial) (“River Valley Ingredients I”). 4 Id. at *5; Pls.’ Mot. Costs Ex. A (D.I. 707) [the “APA”]. 5 As the Court noted in its decision, “[i]n poultry processing, ‘SPN’ generally refers to Secondary Processing Nutrients. These are byproducts of wastewater treatment at poultry processing plants that can be collected, treated, and rendered into other usable feed materials.” River Valley Ingredients I, 2025 WL 3