A Delaware state judge sent a dispute stemming from Good Technology Corp.'s $425 million cash sale to BlackBerry Corp. into arbitration on Oct. 27, ruling an earlier settlement prevented the Chancery Court from hearing the claims.

In a nine-page memorandum opinion, Vice Chancellor J. Travis Laster sided with Good investors, who argued the company's challenge to a proposed $35 million settlement between Good stockholders and deal adviser J.P. Morgan Securities should play out in private.

Good's directors and a group of venture capital firms, who already settled claims for alleged breaches of fiduciary duties in conjunction with the sale for $17 million, had asked Laster for a ruling that the planned settlement with J.P. Morgan violated a term sheet requiring the plaintiffs to secure assurances from the financial adviser that it would not seek indemnification from Good.

The combined $52 million in settlement payments, the company said, threatened to improperly exceed the balance of an escrow account established in connection with the merger, the board defendants said in court documents.

Though the settlement agreement included broad language referring any disputes arising from the term sheet to mediation before JAMS, the Good directors argued they only agreed to have Robert A. Meyer serve as a mediator and not an arbitrator.

Meyer, who negotiated the May settlement, disqualified himself from the dispute involving J.P. Morgan, citing confidential communications he had with Good and the plaintiffs in reaching the initial settlement in May. Good's brass declined Meyer's offer to appoint a neutral successor and instead filed a motion to enforce the terms of the original agreement.

Laster, however, said the settlement's language showed a clear intention from both the stockholders and Good directors to arbitrate any further disputes stemming from the May settlement.

“This language makes clear that the parties intended to divest the court of jurisdiction over disputes arising out of the term sheet and vest that authority exclusively in an alternative decision-maker,” he wrote.

Meyer's recusal, Laster said, simply raised questions of procedural arbitrability, which Meyer was still equipped to handle. The court would only step in with the limited role of appointing an arbitrator if Meyer was unable to find a replacement.

“Meyer has indicated that he believes he can resolve this issue, and there is good reason to believe it falls within his purview,” Laster continued.

Attorneys from both sides were not immediately available to comment Monday.

The Good investors sued for damages in October 2015, accusing the company's directors of allowing the $1 billion provider of secure solutions for mobile phone platforms to slip into financial decline and then selling the firm to BlackBerry in an undervalued transaction. The class also accused J.P. Morgan of aiding and abetting the board's failure to seriously explore better offers or to pursue an initial public offering.

The plaintiff stockholders were represented by Randall J. Baron, A. Rick Atwood and Esther Lee of Robbins Geller Rudman & Dowd and Joel Friedlander, Jeffrey M. Gorris and Christopher P. Quinn of Friedlander & Gorris.

The director defendants were represented by Peter Walsh Jr., Frank Martin and Travis Dunkelberger of Potter Anderson & Corroon. The capital defendants were represented by William Lafferty, Ryan Stottmann and Alexandra Cumings of Morris, Nichols, Arsht & Tunnell.

Edward Micheletti, Alyssa O'Connell, Sarah Runnells Martin and Lauren Rosenello of Skadden, Arps, Slate, Meagher & Flom represented J.P. Morgan.

The case was captioned In Re Good Technology Corp. Stockholder Litigation.

A Delaware state judge sent a dispute stemming from Good Technology Corp.'s $425 million cash sale to BlackBerry Corp. into arbitration on Oct. 27, ruling an earlier settlement prevented the Chancery Court from hearing the claims.

In a nine-page memorandum opinion, Vice Chancellor J. Travis Laster sided with Good investors, who argued the company's challenge to a proposed $35 million settlement between Good stockholders and deal adviser J.P. Morgan Securities should play out in private.

Good's directors and a group of venture capital firms, who already settled claims for alleged breaches of fiduciary duties in conjunction with the sale for $17 million, had asked Laster for a ruling that the planned settlement with J.P. Morgan violated a term sheet requiring the plaintiffs to secure assurances from the financial adviser that it would not seek indemnification from Good.

The combined $52 million in settlement payments, the company said, threatened to improperly exceed the balance of an escrow account established in connection with the merger, the board defendants said in court documents.

Though the settlement agreement included broad language referring any disputes arising from the term sheet to mediation before JAMS, the Good directors argued they only agreed to have Robert A. Meyer serve as a mediator and not an arbitrator.

Meyer, who negotiated the May settlement, disqualified himself from the dispute involving J.P. Morgan, citing confidential communications he had with Good and the plaintiffs in reaching the initial settlement in May. Good's brass declined Meyer's offer to appoint a neutral successor and instead filed a motion to enforce the terms of the original agreement.

Laster, however, said the settlement's language showed a clear intention from both the stockholders and Good directors to arbitrate any further disputes stemming from the May settlement.

“This language makes clear that the parties intended to divest the court of jurisdiction over disputes arising out of the term sheet and vest that authority exclusively in an alternative decision-maker,” he wrote.

Meyer's recusal, Laster said, simply raised questions of procedural arbitrability, which Meyer was still equipped to handle. The court would only step in with the limited role of appointing an arbitrator if Meyer was unable to find a replacement.

“Meyer has indicated that he believes he can resolve this issue, and there is good reason to believe it falls within his purview,” Laster continued.

Attorneys from both sides were not immediately available to comment Monday.

The Good investors sued for damages in October 2015, accusing the company's directors of allowing the $1 billion provider of secure solutions for mobile phone platforms to slip into financial decline and then selling the firm to BlackBerry in an undervalued transaction. The class also accused J.P. Morgan of aiding and abetting the board's failure to seriously explore better offers or to pursue an initial public offering.

The plaintiff stockholders were represented by Randall J. Baron, A. Rick Atwood and Esther Lee of Robbins Geller Rudman & Dowd and Joel Friedlander, Jeffrey M. Gorris and Christopher P. Quinn of Friedlander & Gorris.

The director defendants were represented by Peter Walsh Jr., Frank Martin and Travis Dunkelberger of Potter Anderson & Corroon. The capital defendants were represented by William Lafferty, Ryan Stottmann and Alexandra Cumings of Morris, Nichols, Arsht & Tunnell.

Edward Micheletti, Alyssa O'Connell, Sarah Runnells Martin and Lauren Rosenello of Skadden, Arps, Slate, Meagher & Flom represented J.P. Morgan.

The case was captioned In Re Good Technology Corp. Stockholder Litigation.