Village Practice Management Company, LLC v. Ryan West

Summary

The Supreme Court of Delaware held that the integrated agreements reasonably support more than one interpretation of whether a former employee remains a "Participant" subject to forfeiture of vested equity for post-employment competitive activity. Because the contractual language is ambiguous, West was not entitled to judgment on the pleadings, and the fee award based on his prevailing-party status also had to be reversed. The court upheld the denial of a stay because the agreement did not clearly and convincingly require the dispute to be submitted to the Compensation Committee. It did not decide whether the forfeiture provisions are enforceable under a reasonableness analysis.