Delaware Business Litigation Report

CCLD Finds that Statute of Limitations for Tortious Interference Claim was Tolled until Key Documents Relating to the Alleged Scheme were Released

BTIG, LLC v. Palantir Technologies, Inc., C.A. No. N19C-08-314 EMD CCLD (Del. Sup. Ct. Jan. 3, 2020).

In this decision denying a motion to dismiss, the Superior Court’s Complex Commercial Litigation Division found that the plaintiff sufficiently alleged facts to toll the statute of limitations under the “time of discovery” rule, which is also known as the doctrine of “inherently unknowable injury.”

Plaintiff BTIG attempted to pool a group of shares of Palantir Technologies, and broker a sale of those pooled shares to a foreign private equity fund. Palantir initially indicated that it would cooperate to facilitate this transaction. A due diligence meeting was scheduled for December 2015, but was postponed by Palantir. No reason for the postponement was provided. The meeting was never rescheduled and the transaction never occurred. 

On August 21, 2019, two filings in unrelated litigation against Palantir became public, and allegedly for the first time, BTIG learned that Palantir had made a deliberate decision to block any transactions brokered by BTIG. Palantir allegedly secretly had decided that Disruptive Technology Advisors (“DTA”) would be the only broker working on any secondary liquidity transaction for Palantir stock. BTIG quickly filed suit against both Palantir and DTA, alleging civil conspiracy and tortious interference with prospective business relations. Defendants moved to dismiss based upon a three-year statute of limitations.

The Court found that BTIG adequately alleged facts sufficient to toll the statute. Plaintiff pled a “surreptitious” scheme in which Palantir negotiated a side deal with DTA. Because BTIG was “blamelessly ignorant” of the facts supporting its complaint, the statute was tolled until the public disclosure of the documents relating to the conduct of Palantir and DTA. BTIG was not reasonably on notice of the underlying scheme simply by virtue of the fact that its transaction was not consummated. 

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