MEMORANDUM ORDER

MARY PAT THYNGE, Magistrate Judge.

I. INTRODUCTION

On June 19, 2015, Gimaex Holding, Inc. ("Gimaex") filed this action against Spartan Motors USA, Inc. ("Spartan USA") seeking appointment of a liquidating receiver/trustee (Count I) over Spartan-Gimaex Innovations, LLC (the "Joint Venture" or "Spartan-Gimaex") in which Gimaex and Spartan USA are the sole and equal members and which Gimaex characterizes as a "nominal defendant."1 Gimaex also seeks damages for conversion (Count II), breach of contract (Count III), breach of implied covenant of good faith and fair dealing (Count IV), and tortious interference with business relations (Count V).2 Currently before the court is Gimaex's motion for expedited proceedings and trial on Count I of its complaint.3

II. BACKGROUND

On or around November 8, 2012, Gimaex and Spartan USA executed a Venture Agreement for Spartan-Gimaex Innovations, LLC ("Agreement") creating Spartan-Gimaex, a joint venture in which Gimaex and Spartan USA each have a 50% ownership interest.4 Spartan-Gimaex was created to combine the complementary skills, technologies, resources, capabilities, and product portfolios of Gimaex and Spartan USA to develop, manufacture, and distribute products to domestic and international fire service markets.5 As a fire apparatus manufacturer, Gimaex was to provide its technology for fire extinguishing systems to Spartan USA to be incorporated in its fire vehicles and market those vehicles in North America, South America, Asia, and Europe.6

Under the Agreement, management of Spartan-Gimaex was vested in a board of directors, composed of eight individuals, four of whom were designated by Gimaex and four of whom were designated by Spartan USA ("Board of Directors").7 The Board of Directors has the sole and exclusive right, power, and authority to conduct, supervise, and manage the business and affairs of Spartan-Gimaex.8 The Agreement requires Gimaex and Spartan USA to each "proceed with diligence to provide the services and materials required of them" and support and promote Spartan-Gimaex's projects.9 Ultimately, Spartan-Gimaex did not achieve any of its goals and did not approach any of its projections for each of its projects.10 On or around, February 19, 2015, Spartan-Gimaex was dissolved by mutual consent.11

Article XII of the Agreement provides procedures for winding up, liquidating, and distributing the assets of Spartan-Gimaex upon dissolution, and authorizes the Board of Directors to take certain actions.12 Unanimous board approval is required for the Board of Directors to takes those actions.13 The Agreement provides a procedure for resolving a deadlock prior to dissolution, but does not provide a mechanism for resolving a deadlock among the Board of Directors regarding the wind down process.14

Gimaex's alleges the parties are deadlocked on the wind down process.15 Gimaex seeks appointment of a trustee or receiver to resolve the alleged deadlock, liquidate Spartan-Gimaex's assets, and wind down the Joint Venture.16 Additionally, Gimaex requests an accounting from Spartan-Gimaex, and direction and approval of the disposition or sale of Spartan-Gimaex's assets in a manner that optimizes their value, with distribution of any proceeds in a manner that complies with the Agreement and Delaware law.17

III. GOVERNING LAW

Gimaex seeks expedition of the court's consideration of Count I of its complaint requesting appointment of a trustee or receiver to wind down Spartan-Gimaex. "Although the burden is not high, a plaintiff seeking expedition must have `articulated a sufficiently colorable claim and shown a sufficient possibility of a threatened irreparable injury . . . .'"18 "The Court need not determine the merits of the case or `even the legal sufficiency of the pleadings' at this stage of the proceedings."19 "This court traditionally has acted with a certain solicitude for plaintiffs in this procedural setting and thus has followed the practice of erring on the side of more hearings rather than fewer."20 On the other hand, "where there clearly is no demonstrable need for the remedy of preliminary injunction or, in the rarer case when there is not even any colorable claim pleaded, . . . we decline to impose the costs associated with such a proceeding."21

IV. DISCUSSION

Gimaex maintains its allegations provide sufficient grounds to expedite consideration of Count I of the complaint. Gimaex contends it is undisputed that the parties agreed to dissolve the Joint Venture, and the sole remaining objective of the Joint Venture is to wind down.22 It contends the complaint sets forth a more than colorable claim of a deadlock among the parties and/or their respective director-designees concerning the wind down process.23 Gimaex insists the appointment of a trustee on an expedited basis is necessary to wind down the Joint Venture's affairs and liquidate its assets.24

Gimaex states, under these circumstances, Delaware law permits the appointment of a trustee pursuant to statute and as a matter of equity.25 It also notes it is "well established that a federal court, sitting as a court of equity, has inherent power to order the liquidation of a solvent corporation, where there is no other course available to remedy a situation which is inequitable to the stockholders."26 "[T]he federal decisional law of this circuit and the decisional law of Delaware on the question [of whether to appoint a trustee or receiver] are in accord."27 "Among other situations which may warrant or require a court of equity to appoint a receiver to liquidate a solvent corporation is a deadlock between contending factions seeking to control and manage a corporation. . . ."28

Gimaex asserts the complaint also sufficiently alleges the possibility of irreparable injury.29 It maintains that absent expedition, Spartan-Gimaex will remain deadlocked on the wind down issues, its assets will depreciate during the deadlock, and the parties will be forced to remain members in a company they mutually decided to dissolve.30

Gimaex also notes the Joint Venture Projects are comprised of property belonging solely to Gimaex and that property is being unlawfully held by Spartan USA at location(s) unknown to Gimaex.31 Being deprived of that property is allegedly another reason Gimaex is being irreparably harmed if the deadlock continues and a trustee cannot marshal that property.32

Spartan USA argues Gimaex is unable to show a sufficient possibility of threatened irreparable harm to warrant expedition.33 It contends the alleged deadlock cited as justification for expedited relief has been contrived by Gimaex.34 Additionally, it maintains there is insufficient threat of irreparable harm because, if Gimaex prevails on the merits of its claims, the court can fashion a monetary remedy fully compensating Gimaex for any losses it suffered and Spartan USA will be capable of paying any damages awarded to Gimaex.35

Contrary to Gimaex's assertion that the Spartan-Gimaex board is deadlocked, Spartan USA maintains that for several months Gimaex has refused to even discuss what it seeks to have a court appointed trustee or receiver do.36 According to Spartan USA, instead of discussing details of distributing the Joint Venture's assets, Gimaex initiated this litigation.37

In the meantime, Spartan USA states Gimaex entered into an agreement with one of its competitors to pursue business opportunities that were the objective of the Joint Venture.38 As a result, Spartan USA argues it is the party facing irreparable harm if Gimaex obtains expedited relief, including the potential that confidential information of Spartan USA and intellectual property in which it has an interest will be turned over to its competitor with which Gimaex has partnered.39

Spartan USA maintains it would only be appropriate for the court to consider appointment of a trustee or receiver if the parties truly cannot agree on a plan of liquidation after bona fide negotiations.40 Even then, however, Spartan USA argues the court would need to base any final resolution on a fully developed record.41

Despite Spartan USA's assertion of a contrived deadlock, the court finds the complaint sets forth a colorable claim regarding the purported deadlock.

The parties are each 50% members of Spartan-Gimaex.42 The Joint Venture is managed by an eight member Board of Directors, with four directors designated by each party.43 Certain actions by the Board of Directors require unanimous approval, including, "[d]oing or permitting to be done any act or thing whereby the [Joint] Venture may be wound up (whether voluntarily or compulsorily) . . . ."44 Due to failure of the Joint Venture to achieve its goals and failure to approach its projections for each of its projects, the Joint Venture was dissolved by mutual consent on February 19, 2015.45 Although the Agreement provides a procedure for resolving a deadlock prior to dissolution, it provides no mechanism for resolving a deadlock of the Board of Directors regarding the wind down process.46

According to the complaint and the affidavit of Daryl M. Adams (submitted with Spartan USA's opposition brief), after the dissolution and prior to the filing of this action, the parties communicated about the Joint Venture's wind down on, at least, February 27, 2015; March 4, 2015; March 5, 2015; March 25, 2015; May 11, 2015; and May 15, 2015, with each side offering several options and proposals to accomplish that goal.47 Those communications did not result in the parties reaching an agreement on the Joint Venture's wind down.48 Based on the above alleged facts and communications, the court finds Gimaex has set forth a colorable claim that the parties are deadlocked as to how to wind down the Joint Venture.49

With regard to Spartan USA's contention that Gimaex will not suffer irreparable harm because it is "capable of responding in damages to any award that might be made,"50 the court notes Gimaex is not seeking expedited consideration of Counts II-V, which, should it prevail, could entitle Gimaex to monetary damages. Gimaex only seeks expedited consideration of its request in Count I that a trustee or receiver be appointed to oversee the wind down of Spartan-Gimaex.

In light of the purported ongoing deadlock on how to wind down the Joint Venture, Gimaex insists, absent expedition, that deadlock will continue indefinitely, the Joint Venture's assets will depreciate, and the parties will be forced to remain members in a company they mutually decided to dissolve.51 According to Gimaex, such a situation has been recognized in Delaware as irreparable harm, which cannot be remedied by monetary award.52 It also maintains that Spartan USA's possession of Joint Venture assets, including property belonging solely to Gimaex, constitutes an irreparable injury.53 The court determines these allegations show a sufficient possibility of threatened irreparable injury.

As to Spartan USA's expressed fears concerning its intellectual property and confidential information being turned over to a competitor, Gimaex notes the Agreement addresses the parties' intellectual property rights and use of confidential information.54 Gimaex also points out the court is capable of entering a confidentiality/protective order for discovery and pleadings in this case, and the court (with or without a receiver/trustee) can address Spartan USA's concerns post wind down.55 The court agrees with Gimaex that Spartan USA's concerns can be addressed with an appropriate confidentiality/protective order and those concerns, therefore, do not warrant denial of Gimaex's motion.

Finally, the court disagrees with Spartan USA that the court needs to base any final resolution on a fully developed record.56 When considering whether to grant expedition, "[t]he Court need not determine the merits of the case or `even the legal sufficiency of the pleadings' at this stage of the proceedings."57 And, again, Gimaex only seeks expedition on Count I of its complaint. Considering the narrow focus of discovery with respect to that claim, i.e., whether a deadlock exists, the court finds Gimaex's request is reasonable and that an accelerated time line for the resolution of that issue would not be unduly burdensome for Spartan USA under the circumstances of this case.58

In light of a plaintiff's burden in seeking expedition being "not high,"59 and that Delaware courts "traditionally ha[ve] acted with a certain solicitude for plaintiffs in this procedural setting and thus ha[ve] followed the practice of erring on the side of more hearings rather than fewer,"60 the court determines Gimaex has "`articulated a sufficiently colorable claim and shown a sufficient possibility of a threatened irreparable injury'"61 to warrant expedited consideration of Count I of the complaint.

V. DISPOSITION

Consistent with the findings herein,

IT IS ORDERED and ADJUDGED that Gimaex's motion for expedited proceedings for Count I of the complaint (D.I. 2) is GRANTED.

Pursuant to 28 U.S.C. § 636(b)(1)(A) and (B), FED. R. CIV. P. 72(a) and D. DEL. LR 72.1, any objections to the Memorandum Order shall be filed within fourteen (14) days limited to ten (10) pages after being served with the same. Any response is limited to ten (10) pages.

The parties are directed to the Court's Standing Order in Non-Pro Se matters for Objections Filed under FED. R. CIV. P. 72 dated October 9, 2013, a copy of which is available on the court's website, www.ded.uscourts.gov.