En Atlas Technology Group Llc v. Oto Analytics Llc Fka Oto Analytics In 7c23f7a6373e99b3

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Title: Atlas Technology Group, LLC v. Oto Analytics, LLC, 2023-0900, No. 92477954 (Del. Ch. Sep. 1, 2023)

URL Source: https://jusmundi.com/en/document/pdf/other/en-atlas-technology-group-llc-v-oto-analytics-llc-fka-oto-analytics-inc-and-dba-womply-verified-petition-to-confirm-arbitration-award-friday-1st-september-2023

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 

ATLAS TECHNOLOGY GROUP, LLC, a limited liability company, 

Plaintiff, 

v. 

OTO ANALYTICS, LLC (fka Oto Analytics, Inc. and dba Womply), a Delaware limited liability company, 

Defendant. 

Case No. 

VERIFIED PETITION TO CONFIRM ARBITRATION AWARD 

Plaintiff Atlas Technology Group, LLC (“Plaintiff” or “Atlas”) files this Petition to Confirm Arbitration Award under the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. 

against Defendant Oto Analytics, LLC (fka Oto Analytics, Inc. and dba Womply) (“Defendant” or “Womply”). 

The Parties 

1. Plaintiff Atlas Technology Group, LLC is a California limited liability company. 

2. Defendant Oto Analytics, LLC (fka Oto Analytics, Inc. and dba Womply) is a Delaware limited liability company. EFiled: Sep 01 2023 02:45PM EDT Transaction ID 70774215 Case No. 2023-0900-2

Jurisdiction and Venue 

3. This Court has jurisdiction over the subject matter of this action under 10 Del. C. § 5702(c) because the arbitration agreement in this action is not governed by the Delaware Uniform Arbitration Act. 

4. Venue is proper in this Court under 10 Del. C. § 5702(b) because Defendant maintains a registered agent in the city of Wilmington and the county of New Castle. 

5. In addition, the parties arbitrated before the American Arbitration Association’s Commercial Arbitration Tribunal. Pursuant to Rule 52(c) of the American Arbitration Association’s Commercial Arbitration Rules and Mediation Procedures, the “Parties to an arbitration under these rules shall be deemed to have consented that judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof.” 

6. Under 10 Del. C. § 5702(c), the Federal Arbitration Act governs this dispute because the Agreement does not expressly reference the Delaware Uninform Arbitration Act. 

Count I Confirmation of Arbitration Award 

7. The parties entered in an Engagement Agreement on February 5, 2019, pursuant to which Defendant agreed to engage Plaintiff as its exclusive investment banker. Plaintiff, an established investment bank focused on the software sector, was 3

tasked with identifying a range of strategic alternatives that might lead to a sale of Defendant. In return for its services, Defendant agreed to pay Plaintiff a success fee at the closing of any sale transactions if and only when a “Transaction,” as defined by the Engagement Agreement, closed. A true and correct copy of the Engagement Agreement is attached hereto as Exhibit A .8. On August 5, 2019, the parties entered into the First Amendment to the Engagement Agreement. The parties entered into a Second Amendment to the Engagement Agreement in December 2019. A true and correct copy of the First and Second Amendments are attached hereto as Exhibit B .9. The Engagement Agreement provides for a 2.5% fee based on the value of any Transaction. A Transaction took place in December 2021 and Defendant breached the Engagement Agreement by, among other things, failing to notify Plaintiff about the Transaction and not paying Plaintiff the corresponding success fee. 10. Section 9 of the Engagement Agreement provides for binding arbitration of any disputes between the parties before the American Arbitration Association. 11. Specifically, the Engagement Agreement provides that “[t]he Parties hereby agree to resolve any dispute related to this Agreement by way of binding arbitration pursuant to the American Arbitration Association rules in force when the arbitration is initiated.” Engagement Agreement § 9. 12. On August 1, 2022, Plaintiff filed a demand for arbitration with the 4

American Arbitration Association. 13. The arbitration hearing was conducted on April 3, 2023 and April 4, 2023 at the offices of the American Arbitration Association in San Francisco, California. 14. The arbitrator issued an Interim Award in this matter on July 10, 2023. 15. A Final Award, which incorporated the Interim Award in its entirety by reference, was issued on August 24, 2023. A true and correct copy of the Final Award, inclusive of the Interim Award, is attached hereto as Exhibit C .16. On August 30, 2023, the arbitrator issued a Disposition of Claimant’s R-50 Application for Correction/Clarification of Final Award, which modified Item No. 4 of the Final Award to clarify that, in addition to attorneys’ fees, Plaintiff was also awarded costs in the amount of $39,700.39. A true and correct copy of the Disposition of Claimant’s R-50 Application for Correction/Clarification of Final Award is attached hereto as Exhibit D .17. The Final Award issued in favor of Plaintiff Atlas Technology Group, LLC and against Defendant Oto Analytics, LLC along with their respective successors and assigns, the following: a. Claimant Atlas Technology Group, LLC is awarded $27,174,614.43 in damages against Respondent Oto Analytics, LLC (fka Oto Analytics, Inc.), along with their respective successors and assigns; b. Claimant Atlas Technology Group, LLC is awarded interest against 5

Respondent Oto Analytics, LLC (fka Oto Analytics, Inc.), along with their respective successors and assigns in the amount of $3,521,904.48 

through August 11, 2023 and for each day thereafter at the daily rate of 

$7,817.35 per day based on effective interest rate of 10.5% that the arbitrator determined was applicable at the time of the Final Award; 

c. Claimant Atlas Technology Group, LLC is awarded attorneys’ fees in the amount of $4,130,539.69 and costs in the amount of $39,700.39 against Respondent Oto Analytics, LLC (fka Oto Analytics, Inc.), along with their respective successors and assigns. 1

18. Section 11 of the Engagement Agreement provides “Should any action or suit be filed to enforce the terms of this Agreement or for the breach of the same, the substantially prevailing party in any such action shall be entitled to its attorney fees and costs in an amount to be set by the court or arbitrator, as the case may be, including any such fees and costs incurred in any appeal.” Engagement Agreement § 11. 

19. Under 9 U.S.C. § 9, the Court must confirm an arbitration award unless the award is vacated, modified, or corrected under 9 U.S.C. §§ 10 or 11. 

20. Defendant has not satisfied the Final Award as of the date of this filing.  

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The arbitrator denied without prejudice Plaintiff’s request for post-judgment interest at a rate of 10.5%, instead deferring to the court of law that confirms the Final Award to make such determination. 6

PRAYER FOR RELIEF WHEREFORE , Plaintiff requests that this Court confirm the Final Award, making it the judgment of the Court, and enter an Order: 

a. Confirming the Final Award dated August 24, 2023, as modified by the Disposition of Claimant’s R-50 Application for Correction/Clarification of Final Award; 

b. Entering the Final Award as a judgment of the Court, plus post-judgment interest at the legal rate from the date of judgment; 

c. Award Plaintiff its attorneys’ fees and costs in connection with this action; and, 

d. Granting Plaintiff such other and further relief as the Court may deem just and proper. 

Of Counsel :

Justin K. Victor (DE No. 5705) 

GREENBERG TRAURIG, LLP 

Terminus 200 

3333 Piedmont Road NE 

Suite 2500 

Atlanta, GA 30305 

(678) 553-2100 

GREENBERG TRAURIG, LLP 

/s/Steven T. Margolin 

Steven T. Margolin (#3110) 

Bryan T. Reed (#6899) 

222 Delaware Avenue, Suite 1600 Wilmington, Delaware 19801 

(302) 661-7000 

Attorneys for Plaintiff 

Date: September 1, 2023

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