OptimisCorp v. William Atkins

── OptimisCorp v. William Atkins ── Court: Court of Chancery of Delaware Date: May 11, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OPTIMISCORP, a Delaware ) Corporation, ) ) Plaintiff, ) v. ) C.A. No. 2020-0183-MTZ ) WILLIAMS ATKINS, GREGORY ) SMITH, and JOHN WAITE, ) ) Defendants. ) MEMORANDUM OPINION Date Submitted: October 3, 2025 Date Decided: May 11, 2026 Theodore A. Kittila, William E. Green, Jr., HALLORAN FARKAS + KITTILA LLP, Wilmington, Delaware, Attorneys for Plaintiff. Stephen B. Brauerman, Sarah T. Andrade, Megan A. McGovern, BAYARD, P.A., Wilmington, Delaware, Attorneys for Defendants. ZURN, Vice Chancellor  Over a decade ago, three stockholders took on the mantle of derivative plaintiffs and filed derivative claims against the board of a company and its former outside counsel. The claims against the former outside counsel proceeded to arbitration, and the stockholders prevailed and were awarded monetary relief. The stockholders tried to keep that award out of the hands of the company’s controller. The company filed suit to reclaim it. Earlier in the case, I entered summary judgment on the breach of fiduciary duty claim in the company’s favor, but only as to liability. I found that the stockholders owed fiduciary duties as agents of the company, and that they breached those duties by divesting the company of its authority to manage the award. The parties went to trial on the issue of damages. The company contends that retaining the award was part of a broader scheme to drive the company out of business. But the company failed to prove any damages caused by missing the award. The company is entitled to nominal damages. I. BACKGROUND 1 The parties tried damages over three days, offering the Court over 600 joint exhibits and live testimony from six fact witnesses and two expert witnesses. The 1 Citations in the form “[last name] Tr. —” refer to trial testimony of the referenced witness, available at docket item (“D.I.”) 234, D.I. 235, and D.I. 236. Citations in the form of “PTO —” refer to the parties’ amended pre-trial order, available at D.I. 230. Citations in the form “POB —” refer to Optimis’s post-trial opening brief, available at D.I. 239. Citations in the 1 following facts were stipulated to by the parties or proven by a preponderance of the evidence at trial.2 A. Optimis Suffers From Infighting, And Stockholders Pay The Price. Plaintiff OptimisCorp (“Optimis” or the “Company”) is a “holding company that develops software and acquires, manages, and operates physical therapy clinics around the country, purchasing such business for stock and without paying cash.”3 Optimis’s physical therapy clinics are run by its wholly-owned subsidiaries, including Southern California-based Rancho Physical Therapy, Inc. (“Rancho”), Washington-based MVP Physical Therapy (“MVP”), and Florida-based Beachside Physical Therapy (“Beachside”).4 At its peak, Optimis owned and operated fifty- nine clinics out of those subsidiaries. 5 That number has dwindled to less than twenty.6 form “DAB —” refer to Defendants’ post-trial answering brief, available at D.I. 241. Citations in the form “PRB —” refer to Optimis’s post-trial reply brief, available at D.I. 245. 2 Reynolds v. Reynolds, 237 A.2d 708, 711 (Del. 1967) (“The side on which the greater weight of the evidence is found is the side on which the preponderance of the evidence exists.”). 3 JX 173 [hereinafter “Arb. Award”] at 5. 4 See, e.g., Price Tr. 7. 5 Id. 6 Id. 2