A Delaware court recently ruled in favor of arbitration in the case of Quentin Bichon v. Sharding Capital Management, LLC, C.A. No. 2025-1310-LWW. The court decided to dismiss the complaint, leaving only a request for attorneys' fees under a contractual provision. This ruling affects Bichon and Sharding, as it sends the remaining dispute to arbitration instead of being resolved in court.
The case began when Bichon filed a lawsuit against Sharding Capital Management in November 2025. He claimed that Sharding breached a purchase agreement for shares of Securitize, Inc. The court's decision to dismiss the case emphasizes the importance of arbitration agreements in business contracts.
Background
Quentin Bichon entered into an Amended and Restated Purchase Agreement with Sharding Capital Management on September 3, 2025. Under this agreement, Bichon agreed to purchase 22,115 shares of Securitize, Inc. Series A preferred stock for a total price of $331,725. The Purchase Agreement included a clause that required any disputes to be resolved through binding arbitration conducted by JAMS, a well-known arbitration service.
After the agreement was signed, a dispute arose regarding the transfer of the Securitize shares. Bichon alleged that Sharding improperly canceled the transfer, leading him to file a lawsuit for breach of contract and breach of the implied covenant of good faith and fair dealing. He sought specific performance of the agreement and attorneys' fees.
Sharding responded to the lawsuit by filing a motion to dismiss the complaint, arguing that the case should be sent to arbitration instead of being heard in court. This motion was based on the arbitration clause in the Purchase Agreement.
The Ruling
On July 21, 2026, Vice Chancellor Lori W. Will ruled on Sharding's motion to dismiss. The court found that the primary claims in Bichon's complaint had been mooted because Sharding had transferred the shares in question, which Bichon initially sought. As a result, the only remaining issue was Bichon's request for attorneys' fees under the Purchase Agreement.
The court ruled that the arbitration clause in the Purchase Agreement clearly and unmistakably delegated the question of whether the request for attorneys' fees was arbitrable to an arbitrator. The judge stated, "I decline to exercise jurisdiction over the remaining fee dispute." This means that the court will not resolve the issue of attorneys' fees, leaving it to the arbitrator to decide.
Vice Chancellor Will emphasized that the arbitration clause provided a clear intent to delegate substantive arbitrability to an arbitrator. The court stated, "The parties clearly and unmistakably delegated substantive arbitrability to the arbitrator." This ruling is significant as it reinforces the enforceability of arbitration agreements in business contracts.
Impact
This ruling has important implications for the parties involved and for the broader legal landscape regarding arbitration. By sending the fee dispute to arbitration, the court reinforces the idea that parties can agree to resolve their disputes outside of the court system when they include arbitration clauses in their contracts.
The decision also highlights the importance of clear language in arbitration agreements. Businesses must ensure that their contracts explicitly state their intentions regarding arbitration to avoid disputes over jurisdiction. This ruling may set a precedent for future cases involving arbitration clauses, encouraging more businesses to include such provisions in their agreements.
What's Next
As the court has dismissed the complaint without prejudice, Bichon may still pursue his request for attorneys' fees in arbitration. The case can potentially be appealed, but the court's ruling indicates a strong preference for arbitration in this matter. There are no related cases pending at this time.