COURT OF CHANCERY
OF THE
STATE OF DELAWARE
BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE
GEORGETOWN, DE 19947
Date Submitted: August 25, 2026
Date Decided: September 14, 2026
Michael A. Barlow, Esq. William M. Lafferty, Esq.
Shannon M. Doughty, Esq. Ryan D. Stottmann, Esq.
Quinn Emanuel Urquhart & Sullivan, Adam C. Perri, Esq.
LLP Morris, Nichols, Arsht & Tunnell LLP 500 Delaware Avenue, Suite 1400 1201 North Market Street
Wilmington, DE 19801 Wilmington, DE 19801
RE: Neil Luthra, et al. v. HIR Holdings LP,
C.A. No. 2025-1122-LM (BWD)
Dear Counsel:
I write to resolve defendant HIR Holdings LP’s (“Defendant”) exceptions to
the Magistrate in Chancery’s July 8, 2026, Implementing Order Governing
Inspection of Books and Records (the “Implementing Order”). Implementing Order
Governing Inspection of Books and Records [hereinafter Implementing Order], Dkt.
60. I write for the parties who are familiar with this matter and refer readers to the
Magistrate in Chancery’s post-trial final report for a more detailed recitation of the
factual background.
This is a books and records action under 6 Del. C. § 17-305. The assigned
Magistrate in Chancery issued a post-trial final report (the “Final Report”) on May
28, 2026. Magistrate’s Post-Trial Final Report [hereinafter Final Report], Dkt. 54. Neil Luthra, et al. v. HIR Holdings LP,
C.A. No. 2025-1122-LM (BWD)
September 14, 2026
Page 2 of 6
Neither party filed exceptions, and on June 22, the Chancellor entered an Order
approving the Final Report and adopting “the findings of fact made therein.”
Adopting Order, Dkt. 59.
The parties filed competing forms of an implementing order with
accompanying letters. Dkts. 57–58. On July 8, the Magistrate in Chancery entered
the Implementing Order, largely accepting plaintiffs Neil Luthra and Vann
Avedisian’s (“Plaintiffs”) proposed form of order, and Defendant filed exceptions to
the Implementing Order (the “Exceptions”) thereafter. Def.’s Notice of Exceptions,
Dkt. 61. Plaintiffs moved to strike the Exceptions, arguing that exceptions to an
implementing order are procedurally improper under Court of Chancery Rule
144(c)(2)(A). Pls.’ Mot. to Strike Def.’s Untimely Notice of Exceptions ¶ 9, Dkt.
65. On August 10, I issued a letter opinion denying the motion to strike, explaining
that “[t]he defendant may not relitigate the merits of the Magistrate in Chancery’s
post-trial final report through Exceptions to the Implementing Order,” “[b]ut to the
extent the Implementing Order resolved issues not addressed in the post-trial final
report, the Exceptions are procedurally proper.” Luthra v. HIR Hldgs. LP, 2026 WL
2296616, at *2 (Del. Ch. Aug. 10, 2026).
As relevant to the Exceptions, the Final Report interpreted the governing
limited partnership agreement (“LPA”) and its attached investment schedule to mean Neil Luthra, et al. v. HIR Holdings LP,
C.A. No. 2025-1122-LM (BWD)
September 14, 2026
Page 3 of 6
Plaintiffs are not entitled to “confidential, proprietary or sensitive information,”
unless such information has been “provided to qualifying non-employee, nonfounders outside the Limited Partners.” Final Report at 28.1 Although Defendant
argued that Section 12.17 of the LPA defines “proprietary” information to “include
all information not previously publicly disclosed by the Partnership,” which would
encompass all the books and records Plaintiffs sought,2 the Final Report ordered the
1
See id. (“Under the Investment Schedule, Mr. Luthra’s departure triggered limitations on his access to certain categories of information, particularly confidential, proprietary or sensitive information. . . . The confidentiality limitation does not apply to information provided to qualifying non-employee, non-founders outside the Limited Partners.”); id. at 29–30 (“He is entitled to non-confidential or appropriately sanitized information reasonably necessary to verify contributions and distributions, reconcile capital account balances, and evaluate tax positions associated with those investments.”) (emphasis added); id. at 30 (“He is entitled to any confidential or sensitive categories concurrently provided to qualifying non-employee, non-founder limited partners, with reasonable redactions and confidentiality protections.”); id. (“He is not entitled to internal strategy documents, forward-looking projections, proprietary analyses, competitive business materials, or confidential internal communications unrelated to capital account reporting, tax matters, or the financial information necessary to accomplish his proper purposes.”) (emphasis added); id. at 32 (describing similar documents to which Avedisian is entitled); see also Transmittal Aff. of Shannon M. Doughty in Supp. of Pls.’ Pre-Trial Br. [hereinafter Aff.], PX-9 § B1-3.6, Dkt. 19 (“[T]he Partnership shall not be required to provide [Plaintiff] any confidential, proprietary or sensitive information in connection with the Partnership (or any other Founder Partner Entity), except to the extent any such information is provided to any other partner of the Partnership that is not a Founder Partner Entity or an employee or consultant of a Founder Partner Entity.”); see also id., PX-10 § B2-3.4 (same).
2
See 1-7-2026 Trial Tr. at 79:1–11, Dkt. 52; Aff., PX-2 at 34.
Neil Luthra, et al. v. HIR Holdings LP,
C.A. No. 2025-1122-LM (BWD)
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production of some nonpublic documents,3 but with “redaction, sanitization, or
limitations on dissemination of sensitive information.” Final Report at 24.
On Exceptions, Defendant argues that two aspects of the Implementing Order
fail to accurately implement the Final Report.4 First, Paragraph 7(f) of the
Implementing Order would require Defendant to produce “‘confidential internal
communications’ related ‘to capital account reporting, tax matters, or the financial
information necessary to accomplish his proper purposes.’” Implementing Order
¶ 7(f). But, as Defendant points out, the Final Report recognizes only one
circumstance in which Plaintiffs may inspect “confidential, proprietary, or sensitive
information” under the LPA—when Defendant has provided such information to
another non-employee, non-founder member. Final Report at 25. Aside from that
exception, which does not apply here, the Final Report does not require the
production of confidential internal communications. It does order the production of
3
See, e.g., Final Report at 29–30 (ordering the production of “non confidential, or appropriately sanitized information reasonably necessary to verify contributions and distributions, reconcile capital account balances, and evaluate tax positions associated with those investments”); id. at 31 (ordering the production of “non-confidential or appropriately sanitized information, including redacted balance sheets, income statements, capital reporting, and tax-related materials sufficient to permit Mr. Avedisian to value his continuing investment interests”).
4
Exceptions are subject to de novo review. DiGiacobbe v. Sestak, 743 A.2d 180, 184 (Del. 1999).
Neil Luthra, et al. v. HIR Holdings LP,
C.A. No. 2025-1122-LM (BWD)
September 14, 2026
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“non-confidential or appropriately sanitized information reasonably necessary to
verify contributions and distributions, reconcile capital account balances, and
evaluate tax positions associated with those investments,”5 but that is already
reflected in Paragraph 7(d) of the Implementing Order. Paragraph 7(f) must be
stricken.
Second, Paragraph 12 of the Implementing Order would define “Confidential”
to mean “non-public information that [Defendant] reasonably believes in good faith
would cause concrete competitive harm if disclosed to a person without a legitimate
need to know, or that constitutes personal financial, tax, or account information of
an identified third party.” Implementing Order ¶ 12. The Final Report ordered the
production of some nonpublic documents, but with “redaction, sanitization, or
limitations on dissemination of sensitive information.” Final Report at 24. Narrowly
defining “Confidential” to require production unless disclosure would result in
“concrete competitive harm” is inconsistent with the Final Report’s determination
that Defendant may redact “sensitive” information. Implementing Order ¶ 12; Final
Report at 24.
5
Final Report at 29–30.
Neil Luthra, et al. v. HIR Holdings LP,
C.A. No. 2025-1122-LM (BWD)
September 14, 2026
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The Exceptions are sustained. The parties should submit a revised order
consistent with the rulings herein.
Sincerely,
/s/ Bonnie W. David
Bonnie W. David
Vice Chancellor
cc: All counsel of record (by File & ServeXpress)