Gallagher
MONTH-IN-BRIEF (Jul 2026)
Delaware Court of Chancery Outlines How to Ensure the Enforceability of an Arbitration Provision Within a Purchase Agreement
By Romney Harris, 3L Law Student at Campbell University Norman Adrian Wiggins School of Law
The Court of Chancery of the State of Delaware in Quentin Bichon v. Sharding Capital Management, LLC et al., C.A. No. 2025-1310-LWW (Del. Ch. July 21, 2026) recently enforced an arbitration clause within a purchase agreement, holding that the Court of Chancery lacked subject matter jurisdiction over the matter due to clear and unmistakable evidence that the parties intended for an arbitrator to decide questions of substantive arbitrability. This case offers unique insight as to how arbitration clauses should be written to maximize the chance of its enforceability.
The case arises from the plaintiff’s attempted purchase of 22,115 shares of Series A preferred stock of Securitize, Inc. which was held by the defendant. The stock was never actually transferred due to an undisclosed dispute, causing the plaintiff to file his complaint initiating this dispute. The defendant eventually transferred the shares, providing the equitable relief the plaintiff sought, leaving only his request for attorneys’ fees to remain. The defendant moved to dismiss under Rule 12(b)(1), arguing that an arbitrator, and not the court, has the jurisdiction to review all claims subject to this dispute.
