The underlying fight is about money Turner made selling shares of Chinese sportswear company Li-Ning. David Falk's agency, F.A.M.E. LLC, negotiated a 2010 endorsement deal between Turner's company EmTurn LLC and Li-Ning that included one million shares of restricted stock as part of Turner's compensation. The stock vested between 2011 and 2016. Turner terminated FAME in May 2016 before selling any shares. Between August 2021 and October 2023, Turner sold 839,600 shares for a total of $7,222,863.30. FAME invoiced Turner for a marketing fee on those proceeds in July 2022 and filed suit in December 2022 after Turner refused to pay.
The Superior Court granted summary judgment to Turner, holding that the commission accrued when the stock vested — not when it was sold — placing the claim outside Delaware's three-year statute of limitations. The Supreme Court affirmed that the Li-Ning stock was commissionable under the 2010 Agreement but reversed on the limitations question.
The key analytical move on appeal was the Supreme Court's reframing of the contractual issue. The parties and the Superior Court had treated the payment-timing question as one of ambiguity — competing reasonable interpretations of existing contract language. The Supreme Court held instead that the 2010 Agreement simply had a missing term: it said nothing about when commissions on stock compensation were due. Under Delaware law, when a contract is silent on the time for payment, a court implies a reasonable time, and what constitutes a reasonable time is ordinarily a question of fact inappropriate for resolution at summary judgment.
Viewing the record in the light most favorable to FAME, the court identified evidence supporting the conclusion that a reasonable payment time was when EmTurn received cash from selling the stock. FAME never invoiced EmTurn for a commission on the Li-Ning shares while they were unvested or immediately upon vesting. A June 2016 email from FAME to EmTurn's accountant stated that the parties needed to determine when Turner would sell the shares and pay FAME its 20% fee of their value. Falk testified in deposition that billing a player at vesting would be "one of the dumbest things possible for an agent to do," explaining: "My job is to build trust with my clients. I take every step I can to build trust to let them know that I'm not going to put my own personal interest ahead of their interest. And so it would be almost suicidal for an agent to bill a player when the stock vest[s], in the event it goes down, you are going to get fired because it looks like you are putting your own interest ahead of the player's, you [are] trying to get the fee early."
EmTurn's evidence pointed the other way — that commissions on cash compensation were paid when EmTurn received payment from Li-Ning, that EmTurn paid taxes on the stock at vesting, and that allowing FAME to wait indefinitely for a sale would let the commission obligation float forever. The Supreme Court held that both readings of the course-of-performance evidence were reasonable, making summary judgment improper.
On remand, the factfinder must determine what was a reasonable time to pay the commission on the Li-Ning stock — at vesting or at sale — and that determination will control whether the statute of limitations bars FAME's claims.