Determine Outcome of Shipyard Fire and Delay

Blue Anchor recently sued us (LNG Shipping Inc.) for claims of fraudulent inducement. We filed a motion to compel arbitration after Nakamura experienced a catastrophic fire at its shipyard. The motion cites the Operating Agreement, the Operating Agreement's Addendum, and the Assignment Agreement. 

I need you to write me a short memo, explaining which state's laws apply, what specific rules of civil procedure will govern the court's ruling, and what the burden of proof is for the non-movant. I'v...

# 1. State Law Analysis
In answering what state's law applies, it's important to distinguish between state and procedural law. A state will always apply its own procedural rules, regardless of what substantive law applies. See Wildfire Prod., L.P. v. Team LeMieux LLC, No. 2021-1072 (Del Ch. 2022). Because this litigation is taking place in Delaware, the Delaware Rules of Civil Procedure apply.  What substantive law applies here is dependent on the language of the various agreements at play, particularly as these subject matter relates to the transaction that they memorialize.  Here, the specific claim is that LNG misrepresented the prospects of the Shipbuilding Agreement. While this would seem to indicate that the Shipbuilding Agreement's provisions control, Blue Anchor was not an original party to that agreement, and only gained its rights to the ships through the Assignment Agreement.  

While the Operating Agreement does form the joint venture and lay out the parties' rights within BlueLNG, it also is predicated on LNG contributing its assets (the Shipbuilding Agreement) into the company.  Also, note that Blue Anchor is not bringing a cause of action related to corporate governance.  The ships form the basis of the transaction and the claim, and so the Agreement granting Blue Anchor rights to that claim should control.  Accordingly, Blue Anchor’s claims are governed by the Assignment Agreement, including its arbitration provision in Section 9. The Assignment Agreement has a New York choice of law clause (Section 11.1), so New York law applies. 

# 2. Rules of Civil Procedure and Burden of Proof
It's important to properly identify which rule this motion should be brought under, as certain jurisdictions require that motions to compel be brought under specific rules.  This motion will be treated as a Rule 12(b)(1) motion. In Delaware, “[a] motion to dismiss based on an arbitration clause goes to the court’s subject matter jurisdiction over a dispute and is properly reviewed under Court of Chancery Rule 12(b)(1).” Wildfire Prod., L.P. v. Team LeMieux LLC, No. 2021-1072 (Del Ch. 2022). Thus, once the movant has met his burden, the burden shifts "on the Plaintiff[] to prove that jurisdiction exists.” Id.