Well Thrive Ltd. v. SemiLEDs Corporation ( 2020 )

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE WELL THRIVE LTD., ) ) Plaintiff, ) ) v. ) C.A. No. 17-794 (MN) ) SEMILEDS CORPORATION, ) ) Defendant. ) MEMORANDUM ORDER At Wilmington this 22nd day of December 2020: WHEREAS, on November 30, 2020, the Court entered a Memorandum Opinion (D.I. 84 (as amended on December 21, 2020 (D.I. 93))) and Order (D.I. 85), following trial on March 2 and 3, 2020 on the Complaint of Well Thrive Ltd. (“Well Thrive”) against SemiLEDs Corporation (“SemiLEDs”); WHEREAS, on December 21, 2020, the Court entered declaratory judgment in favor of Well Thrive and against SemiLEDs on Well Thrive’s First Claim for Relief (Declaratory Judgment), declaring that § 6.2.2 of the parties’ Purchase Agreement dated June 28, 2016 does not allow SemiLEDs to retain the $500,000 Well Thrive paid towards the purchase of the Note (as defined in the parties’ Purchase Agreement) (D.I. 94); WHEREAS, § 2202 of the Declaratory Judgment Act provides that “[f]urther necessary or proper relief based on a declaratory judgment or decree may be granted, after reasonable notice and hearing, against any adverse party whose rights have been determined by such judgment” (28 U.S.C.A. § 2202); WHEREAS, the party seeking such further relief may request that the district court order further relief based on the declaratory judgment (see Westport Ins. Corp. v. Bayer, 284 F.3d 489, 500 (3d Cir. 2002)); WHEREAS, Well Thrive has requested that the Court order SemiLEDs to return to Well Thrive the $500,000 in its Complaint (D.I. 1 ¶¶ 15, 17 and Prayer for Relief), in its post-trial submissions (D.I. 78, 80) and after the Court issued its Memorandum Opinion and Order (D.I. 86); WHEREAS, on December 15, 2020, Well Thrive and SemiLEDs each submitted a five- page brief setting forth arguments and record citations in support of their positions regarding Well Thrive’s request (D.I. 91, 92); WHEREAS, on December 21, 2020, after notice to the parties, the Court heard argument based on the trial record as to whether SemiLEDs should be ordered to return the $500,000 as necessary or proper relief based on the Court’s grant of declaratory judgment (see Westport, 284 F.3d at 500 (“[T]he district court may resolve [the issue of whether further relief should be ordered] after notice and hearing either on the present record or, at its option, by hearing additional evidence.”)); WHEREAS, Section 6.2.2 of the Purchase Agreement is the sole basis on which SemiLEDs relied at trial to retain Well Thrive’s $500,000; and WHEREAS, SemiLEDs assertions that the record should be reopened and that recent factual developments – i.e., its purported delivery of a signed note and executed officer’s certificate to its attorneys in December of 2020 (after the Court noticed this hearing) – do not change the analysis because, inter alia, SemiLEDs did not deliver the Note prior to the Note Closing Date (i.e., on or before September 29, 2016). THEREFORE, IT IS HEREBY ORDERED that 1) SemiLEDs shall return the $500,000 to Plaintiff Well Thrive as necessary and proper relief based on the Court’s grant of declaratory judgment in favor of Well Thrive and against SemiLEDs; and 2) On or before January 6, 2021, the parties shall each submit a brief of no more than five pages on the issue of pre- and post-judgment interest, including the calculation of the amount of pre-judgment interest. aL Ajrtatden. The Honorable Maryellen Noreika United States District Judge