The Delaware Chancery Court has dismissed claims for breaches of fiduciary duty against a couple accused of undermining the operations of Cambridge Therapeutic Technologies in order to force a buy-out of the $12.5 million investment they made in the New Jersey-based pharmaceutical distribution company back in 2016.

Vice Chancellor Kathaleen S. McCormick ruled Wednesday on a motion to dismiss that investors Robert and Monica Breslow were largely unsuccessful in an alleged effort to seize control of the firm through a board designee, and thus owed no duties CTT, a Delaware limited liability company.

The lawsuit, filed by CTT and its former chief executive, John Klein, targeted the Breslows as fiduciaries, saying that their bad-faith campaign of chronic disruption had given them effective control over the firm, which is headquartered in Teaneck, New Jersey.

According to the complaint, the Breslows became “anxious to extract an immediate return,” or to exit their investment altogether, after another investor acquired units in the company at a far higher valuation than they had. The filing accused the Breslows of co-opting their board designee, Marc Wasserman, to help them sew chaos by making burdensome demands for information on the company's employees, blocking outside investments to raise much needed capital and conspiring to remove Klein from his post as CEO.

Though the Breslows owned only 20% voting interest in the firm by nature of their investment, Klein and CTT alleged that they had exercised actual control of the company under the theory of disruption.

But McCormick said the complaint evidenced only that the couple “hoped to, but did not,” control the company. Based on the pleading, there were no specific transactions or board decisions that were made to either block capital infusions or remove Klein.

“The Breslows never achieved their alleged goal. At best, CTT pleads that the Breslows successfully disrupted CTT, but not to a degree that would support a reasonable inference of control,” McCormick wrote in a 27-page opinion.

“CTT's allegations fail to establish control sufficient to impose fiduciary obligations on the Breslows,” she said.

The ruling, however, did find it “reasonably conceivable” that Wasserman, whom the Breslows had named to the board, had acted in bad faith by placing the Breslows' interests above those of the company.

The complaint, she said, had alleged that Wasserman “repeatedly used his powers as a manager to avoid company protocol and to cause internal disruption and corporate instability—enough to support a non-exculpated claim for breach of fiduciary duty against the former director.

“CTT will have the burden of proving these allegations at a later stage, and that might be difficult. At the pleadings stage, however, these allegations are sufficient,” she wrote.

Given that finding, McCormick ruled, both Monica and Robert Breslow would have to face claims for supposedly aiding and abetting Wasserman's alleged breaches.

Attorneys for both sides did not return calls Thursday seeking comment on the ruling.

Klein and CTT are represented by Steven R. Klein and Rachel A. Mongiello of Cole Schotz in Hackensack, New Jersey, and Michael F. Bonkowski and Andrew L. Cole from the firm's Wilmington office.

The Breslows and Wasserman are represented by Joseph L. Fogel and Michael P. Kornak of Freeborn & Peters in Chicago and Lisa A. Schmidt and Matthew D. Perri of Richards, Layton & Finger in Wilmington.

The case is captioned Klein v. Wasserman.