Section 7.02(b) did not survive the dissolution of Forum Capital;
Section 7.02(b) was intended to prohibit a member or manager “from participating in another SPAC without the other parties’ permission because doing so while the current deal was ongoing could have harmed the [FMC I] SPAC”;
“Once the [FMC I] SPAC was successfully completed and Forum Capital wound up, Section 7.02(b) became moot”;
Vogel’s interpretation of Section 7.02(b) is “absurd and unenforceable as a matter of public policy” because it “serves no legitimate business interest.”
Vogel’s suit was barred under Delaware’s doctrine of election of remedies based on Vogel’s admission in his complaint that he participated in a SPAC organized by a third party after Kiev and Boris informed him they were moving forward with a second SPAC without Vogel’s consent; and