COURT OF CHANCERY
OF THE
STATE OF DELAWARE LEONARD L. WILLIAMS JUSTICE CENTER
LOREN MITCHELL 500 NORTH KING STREET, SUITE 11400 MAGISTRATE IN CHANCERY WILMINGTON, DE 19801-3734
June 26, 2026
Daniel C. Kerrick, Esquire Antranig N. Garibian, Esquire
Hogan McDaniel Garibian Law Offices, P.C.
1311 Delaware Avenue 1523 Concord Pike, Suite 400
Wilmington, DE 19806 Wilmington, DE 19803
RE: Berkley Research Group, LLC v. Southern Advanced Materials, LLC,
C.A. No. 2024-1104-LM
Dear Counsel,
This letter decision concerns a dispute arising from Plaintiff Berkeley
Research Group, LLC’s effort to confirm an arbitration award entered against the
Defendant Southern Advanced Materials, LLC. 1 A dispute arose between Plaintiff
and Defendant, and under their Contract, the parties participated in an arbitration
administered by the Judicial Arbitration and Mediation Services, Inc. 2 On August
2, 2022, the arbitrator issued a final award in BRG’s favor. 3 BRG filed this action
more than two years later.4 Southern Advanced Materials moved to dismiss, arguing
1
Docket Item (“D.I.”) 1.
2
D.I. 14 at 2.
3
D.I. 10 at 3, 5.
4
D.I. 1.
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C.A. No. 2024-1104-LM
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that BRG’s petition is barred by the applicable statute of limitations.5 BRG opposed
the motion and contends that its petition was timely. 6 For the reasons that follow,
the Motion to Dismiss is GRANTED and the Amended Complaint is dismissed with
prejudice.
I. BACKGROUND
A. The Engagement Agreement and Arbitration
Plaintiff Berkeley Research Group, LLC (“BRG”) is a Delaware corporation
and consulting firm.7 Defendant Southern Advanced Materials, LLC (“SAM”)
retained BRG under an engagement agreement dated April 4, 2019 (“Engagement
Agreement”).8 The Engagement Agreement provided that disputes arising out of
the parties’ relationship would be resolved through binding arbitration administered
by the Judicial Arbitration and Mediation Services (“JAMS”).9
5
D.I. 14.
6
D.I. 13.
7
D.I. 10 at 1.
8
Id. at 4.
9
D.I. 14 at 2.
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The arbitration provision states that the Engagement Agreement “shall be
interpreted by the laws of the state of Delaware.”10 It also provides that any dispute
arising out of or relating to the agreement shall be resolved by the “final and binding
arbitration administered by Judicial Arbitration & Mediation Services, Inc. (JAMS)”
and that “judgment upon any award rendered by the arbitrator may be entered by
any State or Federal Court having jurisdiction thereof.”11 According to the
Engagement Agreement, the arbitration was required to take place in Philadelphia,
Pennsylvania. 12 The parties’ dispute ultimately proceeded to arbitration before
JAMS. On February 23, 2022, the arbitrator issued an interim award in favor of
BRG.13 On August 2, 2022, the arbitrator issued a final award in favor of BRG in
the amount of $433,815.34.14
B. The Tennessee Confirmation Proceedings
On October 17, 2022, about two months after the final award was issued, BRG
filed a petition in the Shelby County Chancery Court for the Thirtieth Judicial
10
D.I. 16, Ex. A at 4.
11
Id.
12
Id.
13
D.I. 16 at 7.
14
Id.
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District in Memphis, Tennessee, seeking confirmation of the arbitration award.15
SAM moved to dismiss the Tennessee action, arguing that the Tennessee court
lacked personal jurisdiction and that Tennessee was not a proper forum for
confirmation of the award.16 BRG opposed the motion and maintained that
Tennessee courts possessed jurisdiction to confirm the award. 17
On April 21, 2023, the Tennessee trial court denied SAM’s motion to dismiss,
confirmed the arbitration award, and entered judgment in BRG’s favor. 18 SAM
appealed.19 On August 9, 2024, the Tennessee Court of Appeals reversed the trial
court’s judgment and remanded the matter for dismissal. 20 The Tennessee Court of
Appeals concluded that although the Tennessee court had subject matter jurisdiction,
it lacked personal jurisdiction over SAM. 21 BRG appealed to the Tennessee
15
D.I. 16 at 8.
16
Id. at 2.
17
Id.
18
Id. at 10.
19
Id. at Ex. L at 2.
20
Id. at 10–11.
21
Id.
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Supreme Court. 22 The Tennessee Supreme Court concluded that Tennessee courts
lack subject matter jurisdiction to confirm an arbitration award when the parties
agreed arbitration would occur in another state.23
C. Procedural History
While the Tennessee litigation was pending, BRG commenced this action by
filing the Complaint in this Court on October 29, 2024 seeking to confirm the
arbitration award. 24 By that point, more than two years had elapsed since the
arbitrator issued the final award on August 2, 2022. 25 The original complaint sought
confirmation of the arbitration award under Delaware law.26 SAM moved to
dismiss, arguing that the action was untimely because it had not been filed within
one year of the arbitration award. 27
22
Id. at 11.
23
D.I. 20 at 1–2.
24
D.I. 1.
25
D.I. 14 at 4.
26
See generally D.I. 1.
27
See generally D.I. 4.
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On February 18, 2025, BRG filed an amended complaint.28 The amended
complaint alleges that the Federal Arbitration Act (“FAA”) governs the parties’
arbitration agreement and seeks confirmation of the August 2, 2022, award under
the FAA.29 SAM again moved to dismiss.30 SAM contends that the FAA imposes
a mandatory one-year period for seeking confirmation of an arbitration award and
that BRG’s petition, filed more than two years after the award was issued, is
untimely.31 BRG responded that the FAA governs but argued that the one-year
period is permissive rather than mandatory. 32 Alternatively, BRG contends that its
claim survives under various tolling doctrines based on its timely pursuit of
confirmation proceedings in Tennessee. 33
28
D.I. 10.
29
D.I. 10 at 1–3.
30
D.I. 14.
31
Id. at 1.
32
D.I. 16 at 16–17.
33
Id.
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II. ANALYSIS
A. Standard of Review
When considering a motion to dismiss under Court of Chancery Rule
12(b)(6), “we (1) accept all well pleaded factual allegations as true, (2) accept even
vague allegations as “well pleaded” if they give the opposing party notice of the
claim, (3) draw all reasonable inferences in favor of the non-moving party, and (4)
do not affirm a dismissal unless the plaintiff would not be entitled to recover under
any reasonably conceivable set of circumstances.”34 Here, the relevant dates are
undisputed. The Amended Complaint alleges that the arbitrator issued the final
award on August 2, 2022, and that BRG commenced this Delaware action on
October 29, 2024. Whether BRG’s petition is timely presents a legal question
suitable for resolution at the pleadings stage.
B. The FAA Governs This Proceeding
The threshold question is whether BRG’s petition is governed by the
Delaware Uniform Arbitration Act (“DUAA”) or the Federal Arbitration Act
(“FAA”). The answer is supplied by 10 Del. C. § 5702 (2025). The applicable
section states:
34
Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Holdings LLC, 27 A.3d 531, 535 (Del. 2011).
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§ 5702. Jurisdiction; applications; venue; statutes of limitations: (a)
Jurisdiction of the Court; applications to the Court. — The term “Court”
means the Court of Chancery of this State, except where otherwise
specifically provided. The making of an agreement described in § 5701
of this title specifically referencing the Delaware Uniform Arbitration
Act [§ 5701 et seq. of this title] and the parties’ desire to have it apply
to their agreement confers jurisdiction on the Court to enforce the
agreement under this chapter and to enter judgment on an award
thereunder, except as provided in § 5718 of this title. Action shall be
commenced by an initial complaint and shall be heard in the manner
and upon the notice provided by law or rule of court on any civil action.
Notice of an initial complaint shall be served in the manner provided
by law for the service of summons in an action.
Thus, Section 5702(a) provides that the DUAA applies only where the parties’
arbitration agreement specifically references the statute and expresses the parties’
desire that it govern their agreement. Conversely, Section 5702(c) directs that,
absent such a reference, applications to enforce an arbitration award “shall be
decided by the Court of Chancery in conformity with the Federal Arbitration Act.”35
Delaware courts have consistently applied the FAA where an arbitration agreement
contains no specific reference to the DUAA. The Engagement Agreement does not
reference the DUAA.36 Instead, it provides that the Engagement Agreement requires
disputes to be resolved through JAMS arbitration and permits judgment on an
35
10 Del. C. § 5702(c) (2025).
36
See generally D.I. 16, Ex. A.
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arbitration award to be entered in any state or federal court having jurisdiction.37
Moreover, the Engagement Agreement’s general Delaware choice-of-law provision
is insufficient to trigger application of the DUAA.
The parties’ incorporation of the JAMS Rules reinforces this conclusion.
JAMS Rule 25 provides:
Proceedings to enforce, confirm, modify or vacate an Award will be
controlled by and conducted in conformity with the Federal Arbitration
Act, 9 U.S.C. Sec 1, et seq., or applicable state law. The Parties to an
Arbitration under these Rules shall be deemed to have consented that
judgment upon the Award may be entered in any court having
jurisdiction thereof.38
By agreeing to arbitrate under the JAMS Rules, the parties adopted a framework that
expressly contemplates enforcement under the FAA. Additionally, because the
Engagement Agreement does not specifically reference the DUAA and because the
parties agreed to arbitrate under rules that expressly invoke the FAA, the Court
concludes that the FAA governs BRG’s petition.
C. The FAA’s One-Year Confirmation Period Is Mandatory
Having determined that the FAA governs, the Court next considers whether
BRG timely sought confirmation of the award. Section 9 reads as follows:
37
D.I. 16, Ex. A at 4.
38
JAMS Comprehensive Arbitration Rules & Procedures r. 25 (JAMS 2021).
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§9. Award of arbitrators; confirmation; jurisdiction; procedure
If the parties in their agreement have agreed that a judgment of the
court shall be entered upon the award made pursuant to the arbitration,
and shall specify the court, then at any time within one year after the
award is made any party to the arbitration may apply to the court so
specified for an order confirming the award, and thereupon the court
must grant such an order unless the award is vacated, modified, or
corrected as prescribed in sections 10 and 11 of this title. If no court is
specified in the agreement of the parties, then such application may be
made to the United States court in and for the district within which
such award was made. Notice of the application shall be served upon
the adverse party, and thereupon the court shall have jurisdiction of
such party as though he had appeared generally in the proceeding. If
the adverse party is a resident of the district within which the award
was made, such service shall be made upon the adverse party or his
attorney as prescribed by law for service of notice of motion in an
action in the same court. If the adverse party shall be a nonresident,
then the notice of the application shall be served by the marshal of any
district within which the adverse party may be found in like manner as
other process of the court.
Section 9 of the FAA specifically provides that a party may apply for an order
confirming an arbitration award “at any time within one year after the award is
made.”39 BRG argues that this language is permissive rather than mandatory and
therefore does not bar a petition filed outside the one-year period.40 The Court
rejects BRG’s interpretation. In George v. Rushmore Serv. Ctr., LLC, the Third
39
9 U.S.C. § 9 (2024).
40
D.I. 16 at 4.
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Circuit’s treatment of the one-year period as a hard deadline is instructive here.41 As
the court held there, a party loses the ability to confirm after one year passes.42
Although BRG argues that George is dicta, the conclusion is a direct application of
Section 9 of the FAA and not merely a passing observation like BRG asserts. The
FAA reflects a strong federal policy favoring arbitration. But this policy does not
permit courts to disregard procedural limitations established by Congress. 43
The confirmation process created by Section 9 is a statutory remedy. In
context, the relevant dates here are not disputed. The final arbitration award was
issued on August 2, 2022.44 BRG did not file this action until October 29, 2024,
more than two years later.45 Even measuring from the date of the award most
41
114 F.4th 226 (3d Cir. 2024).
42
George, 114 F.4th at 233 n.9.
43
Jeereddi A. Prasad, M.D., Inc. Ret. Plan Tr. Profit Sharing Plan v. Invs. Assocs., Inc., 82 F. Supp. 2d 365, 370 (D.N.J. 2000) (“This Court agrees that permitting challenges to arbitration awards to be asserted as defenses to a motion to confirm, filed after the time period for filing motions to vacate has run, contravenes federal policy favoring quick resolution of arbitrations and the enforcement of arbitration awards. Moreover, it expands the opportunity for judicial review of arbitration awards, which Congress expressly sought to limit through the FAA. These Congressional objectives are served by refusing to permit the assertion of challenges beyond the statutory time limit. Thus, the resolution of any contractual ambiguity in favor of arbitration requires application of the FAA.”). 44
D.I. 16 at 7.
45
D.I. 1.
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favorably to BRG, the petition was filed well outside the one-year period prescribed
by Section 9. Unless a tolling doctrine applies, BRG’s petition is untimely.
D. BRG Has Not Demonstrated That Any Tolling Doctrine Preserves
Its Claim
BRG argues that its pursuit of confirmation proceedings in Tennessee
preserves its Delaware action through cross-jurisdictional tolling, equitable tolling,
and the savings statute. 46 Delaware has several doctrines that can toll a statute of
limitations, however none of them apply here.
1. Cross-Jurisdictional Tolling Does Not Apply
BRG principally relies on Delaware decisions recognizing cross-jurisdictional
tolling.47 That reliance is misplaced. The Delaware Supreme Court has recognized
cross-jurisdictional tolling in the class action context. 48 Class action tolling protects
absent class members from being forced to file duplicative lawsuits while a putative
46
D.I. 16 at 28–31.
47
D.I. 16 at 28–31.
48
Dow Chem. Corp. v. Blanco, 67 A.3d 392, 393 (Del. 2013) (“Accepting the rationale of the United States Supreme Court on class action tolling, we extend the class action tolling exception to cross-jurisdictional class actions and hold that class action members’ individual claims are tolled while a putative class action on their behalf is pending.”) Berkley Research Group, LLC v. Southern Advanced Materials, LLC
C.A. No. 2024-1104-LM
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class action remains pending.49 The doctrine promotes judicial economy and
prevents the proliferation of protective filings.
Those concerns are not present here. This case involves a single arbitration
award and a single prevailing party. BRG was never an absent class member whose
rights depended on the actions of another litigant. Extending cross-jurisdictional
tolling to arbitration-confirmation proceedings would significantly undermine the
one-year limitation period established by Congress. Under BRG’s theory, a
prevailing party could file a confirmation proceeding in one jurisdiction, litigate
there for years, and then initiate a new confirmation proceeding elsewhere after the
statutory deadline expired. Such a rule would effectively permit a party to
circumvent the FAA’s one-year limitation period whenever it first chose an
unsuccessful forum.
Nothing in Delaware law supports such a policy expansion. BRG cites no
Delaware decision applying cross-jurisdictional tolling to an arbitration49
Id. at 395 (“Allowing cross-jurisdictional tolling recognizes and gives effect to the proposition that the policy considerations underlying our statute of limitations are met by the filing of a class action. Cross-jurisdictional tolling also discourages duplicative litigation of cases within the jurisdiction of our courts. If members of a putative class cannot rely on the class action tolling exception to toll the statute of limitations, they will be forced to file “placeholder” lawsuits to preserve their claims. This would result in wasteful and duplicative litigation.”)
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confirmation proceeding, and the Court declines to extend the doctrine here. The
policies supporting class action tolling do not justify disregarding the statutory
deadline governing confirmation of arbitration awards.50 Accordingly, BRG’s
Tennessee litigation does not toll the FAA’s one-year limitations period.
2. The Savings Statute Does Not Apply
10 Del. C. § 8118(a), the Savings Statute, provides a one-year window to refile
an action that was timely commended but procedurally defeated. 51 It is intended to
alleviate the harsh consequences of the statute of limitations when an action, through
no fault of the plaintiff, is technically barred. 52 That said, the Savings Statute only
applies to limitations periods under Title 10, not to specialized statutory proceedings
with their own mechanisms, as is the case here.53 The Savings Statute argument also
50
D.I. 16 at 28–31.
51
See Reid v. Spazio, 970 A.2d 176, 180 (Del. 2009) (citing Vari v. Food Fair Stores, New Castle, Inc., 205 A.2d 529, 530 (Del. 1964)); Gosnell v. Whetsel, 198 A.2d 924, 926 (Del. 1964).
52
See Marvel v. Prison Industries, 884 A.2d 1065 (Del. Super. Ct. 2005).
53
Nationwide Mut. Ins. Co. v. Am. Indep. Ins. Co., 2018 WL 2263653 (Del. Super. May 17, 2018); see Christiana Hosp. v. Fattori, 714 A.2d 754 (Del. 1998) (holding that Delaware’s savings statute, 10 Del. C. § 8118, does not apply to medical malpractice actions governed by 18 Del. C. § 6856); see also, Huffington v. T.C. Grp., LLC, 2012 WL 1415930 (Del. Super. Ct. Apr. 18, 2012) (holding that the Savings Statute does not apply to a Blue Sky securities claim because the limitations period is contained in the substantive statute, not Chapter 81, and the plaintiff’s strategic forum selection did not warrant application of the statute). Delaware courts have declined to apply the savings statute to Berkley Research Group, LLC v. Southern Advanced Materials, LLC
C.A. No. 2024-1104-LM
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fails independently because BRG filed its Delaware complaint before the Tennessee
proceedings concluded. BRG was running parallel proceedings in two states rather
than refilling in Delaware after an adverse termination in Tennessee.
3. Equitable Tolling Does Not Apply
BRG’s equitable tolling argument also fails. Equitable tolling “is a doctrine
used by courts to prevent a statute of limitations from running after a claim has
accrued.”54 In Delaware, “equitable tolling may apply: (1) where the defendant
misled the plaintiff, (2) where the plaintiff was prevented from asserting his rights
in some extraordinary way, and (3) where the plaintiff has timely asserted his rights
mistakenly in the wrong forum.” 55 Equitable tolling is reserved for extraordinary
extend the one-year confirmation period under 10 Del. C. § 5713. In Stoltz Management of Delaware, Inc. v. Entrata, Inc., the Superior Court held that neither equitable tolling nor the Delaware Savings Statute can be used to toll a specific contractual or statutory time limitation provision. 2026 WL 252662, at *4 (Del. Super. Ct. Jan. 30, 2026). 54
Owens v. Carman Ford, Inc., 2013 WL 5496821, at *2 (Del. Super. Ct. Sept. 20, 2013) (citing Podobnik v. U.S. Postal Serv., 409 F.3d 584, 591 (3d Cir. 2005)).
55
Id. at *3 (citing New Castle Cty. v. Halliburton NUS Corp., 111 F.3d 1116 (3d Cir. 1997); McLeod v. McLeod, 69 A.3d 371 (Del. 2013)). While Delaware the Supreme Court and Court of Chancery decisions generally describe equitable tolling in broader terms of fairness, diligence, the more specific three-part formulation frequently cited by Delaware Superior Courts derives from federal equitable-tolling principles. Given that BRG seeks confirmation under the FAA, it is appropriate to look to federal authority applying equitable tolling, particularly where Delaware appellate courts have not adopted a conflicting standard.
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circumstances. The doctrine applies when a litigant diligently pursues its rights but
is prevented from timely filing by circumstances beyond its control. It does not
apply merely because a party later regrets a strategic litigation decision.
The Delaware Supreme Court’s decision in IAC/InterActiveCorp v. O’Brien
is the controlling authority on this issue.56 In this decision, the Court recognized that
the existence of “unusual conditions or extraordinary circumstances” may justify
declining to apply a statute of limitations by analogy when evaluating whether a
plaintiff’s delay in filing suit was unreasonable. 57 Although the Court did not
provide a precise definition of what constitutes “unusual conditions or extraordinary
circumstances,” it reviewed and cited several non-dispositive factors for courts to
consider in making that determination. 58 Those factors include:
1. whether the plaintiff had been pursuing his claim, through litigation or
otherwise, before the statute of limitations expired;
2. whether the delay in filing suit was attributable to a material and unforeseeable
change in the parties' personal or financial circumstances;
3. whether the delay in filing suit was attributable to a legal determination in
another jurisdiction;
4. the extent to which the defendant was aware of, or participated in, any prior
proceedings; and
56
26 A.3d 174, 177 (Del. 2011).
57
Id.
58
See IAC/InterActiveCorp, 26 A.3d 174 (Del. 2011).
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5. whether, at the time this litigation was filed, there was a bona fide dispute as
to the validity of the claim. 59
Here, BRG was not prevented from filing a timely confirmation action in
Delaware. To the contrary, BRG consciously chose to pursue confirmation in
Tennessee. That choice may have appeared reasonable at the time, but it remained
BRG’s choice. The Tennessee courts did not prevent BRG from filing in Delaware.
Neither did SAM. No external obstacle foreclosed a timely Delaware filing.
BRG argues that it diligently pursued confirmation of the award and should
not be penalized for litigating in a forum that ultimately proved unsuccessful.60 The
Court does not question BRG’s diligence. But diligence alone does not establish
equitable tolling. The doctrine requires both diligence and extraordinary
circumstances outside the litigant’s control. The possibility that a court may later
determine it lacks jurisdiction is a litigation risk borne by every plaintiff. If that
possibility alone justified equitable tolling, the doctrine would become obsolete.
Because BRG was not prevented from filing a timely Delaware action by
circumstances beyond its control, equitable tolling does not apply.
59
Levey v. Brownstone Asset Mgmt., LP, 76 A.3d 764, 770 (Del. 2013).
60
See generally D.I. 16.
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III. CONCLUSION
Pursuant to 10 Del. C. § 5702, the Federal Arbitration Act governs BRG’s
petition to confirm the arbitration award. Under the FAA, a petition to confirm an
arbitration award must be filed within one year of the award’s issuance. BRG did
not commence this action until more than two years after the arbitrator issued the
final award. Because BRG’s petition was filed outside the FAA’s one-year
limitations period and no tolling doctrine preserves its claim, the Amended
Complaint is time-barred.
For the foregoing reasons, SAM’s Motion to Dismiss is GRANTED. The
Amended Complaint is DISMISSED with prejudice.
This decision is subject to exceptions, which may be filed under Court of
Chancery Rule 144.
Respectfully submitted,
/s/ Loren Mitchell
Magistrate in Chancery