Lluis Torrent Jerez v. Ariel X. Burt

── Lluis Torrent Jerez v. Ariel X. Burt ── Court: Court of Chancery of Delaware Date: May 26, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LLUIS TORRENT JEREZ, ) ) Plaintiff, ) ) v. ) C.A. No. 2025-1417-LWW ) ARIEL X. BURT, ) ) Defendant. ) MEMORANDUM OPINION Date Submitted: February 25, 2026 Date Decided: May 26, 2026 Brian O’Neill, CLARK HILL PLC, Wilmington, Delaware; Richard I. Scharlat, CLARK HILL PLC, New York, New York; Mark Beckett, BECKETT LAW LLC, New York, New York; Alexander Sakin, LAW OFFICE OF ALEXANDER SAKIN, LLC, New York, New York; Counsel for Plaintiff Lluis Torrent Jerez Joelle E. Polesky, STRADLEY RONON STEVENS & YOUNG, LLP, Wilmington, Delaware; Eric B. Porter, STRADLEY RONON STEVENS & YOUNG, LLP, New York, New York; Counsel for Defendant Ariel X. Burt WILL, Vice Chancellor  The plaintiff consented to arbitration to win dismissal of a claim against him in a related New York lawsuit. But when the arbitrator issued a preliminary procedural ruling he disliked, the plaintiff rushed to Delaware to enjoin the very arbitration he had just embraced. This court is not an appellate body for an arbitral institution’s internal rules. Nor will equity entertain the plaintiff’s gamesmanship. Because the parties clearly and unmistakably delegated the question of substantive arbitrability to the arbitrator, I decline to exercise jurisdiction. The defendant’s motion to dismiss is granted under Court of Chancery Rule 12(b)(1); the plaintiff’s motion for a preliminary injunction is denied as moot. I. BACKGROUND The following facts are drawn from the Verified Complaint (“Complaint”) and documents it incorporates by reference.1 A. Atlas and Forsythe Atlas Renewables LLC is a Delaware limited liability company that develops solar energy projects in Upstate New York.2 It was formed in January 2020 by 1 Verified Compl. (Dkt. 1) (“Compl.”); see Freedman v. Adams, 2012 WL 1345638, at *5 (Del. Ch. Mar. 30, 2012) (“When a plaintiff expressly refers to and heavily relies upon documents in her complaint, these documents are considered to be incorporated by reference into the complaint[.]” (citation omitted)); In re Books-A-Million, Inc. S’holders Litig., 2016 WL 5874974, at *1 (Del. Ch. Oct. 10, 2016) (providing that the court may take judicial notice of “facts that are not subject to reasonable dispute” (citation omitted)), aff’d, 164 A.3d 56 (Del. 2017) (TABLE). 2 Compl. ¶ 6. 1 plaintiff Lluis Torrent Jerez, a New York resident.3 Torrent was Atlas’s sole member at the time of its formation.4 In March 2020, Torrent and defendant Ariel X. Burt—a Bermuda resident— agreed to form Forsythe, Ltd., a Bermudian company that would provide consulting services to Atlas.5 The parties each became 50% owners of Forsythe.6 Their goal was for Forsythe to acquire Atlas.7 Forsythe and Torrent entered into a Membership Interest Transfer Agreement (the “MITA”) in September 2020, contemplating that Forsythe would acquire Torrent’s membership interest in Atlas.8 The transaction never closed because Burt was allegedly unable to fund her portion of the purchase.9 A dispute over whether the MITA is effective and whether Forsythe or Torrent owns Atlas ensued.10 B. The New York Action In November 2023, Burt sued Torrent in New York state court (the “New York Action”), claiming that the MITA was effective and that Forsythe owns 3 Id. ¶¶ 23, 27. 4 Id. ¶ 27. 5 Id. ¶¶ 6, 28. 6 Id. ¶ 6. 7 Id. ¶ 29. 8 Id. ¶ 30. 9 Id. ¶ 31. 10 Id. ¶¶ 32-34, 36. 2 Atlas.11 In Ap