The plaintiff in Base Optics v. Liu (Del. Ch. May 29, 2015) asserted numerous claims against its former director and part owner arising from a series of agreements related to the operation of the company. In addition to claims for breach of contract and business torts, Base Optics Inc. alleged that defendant Yaping Liu committed computer-related offenses under Title 11, Sections 932-935 of the Delaware Code. Base Optics alleged Liu changed the passwords to certain email accounts, signed in and read certain emails and used her control of certain email accounts to forward emails and attachments to a different email account in her name. Although Liu admitted to engaging in this conduct, she argued it did not constitute a computer-related offense under the express provisions of the statute. Of the four computer-related offenses alleged, the court only considered and found a violation of Section 934, which prohibits the “interruption of computer services.”
Background
Before this action was initiated, Liu was a one-third owner and former chief financial officer and director of Base Optics, a Delaware corporation involved in optics design and sales. Liu was also the sole owner of defendant Argus International Ltd., which was a smaller optics sales company incorporated in the state of Washington. Although Argus had an established customer base, it had significant debt and had experienced financial and operational difficulties. To address the situation at Argus, Liu agreed to an arrangement with the co-owners of Base Optics, John Myrick and Lars Sandstrom, by which Base Optics would service Argus’ customers and share the royalties received. Under the initial arrangement, Liu retained the Argus debt, Base Optics assumed operation of the Argus business and Liu received two-thirds of the profits generated.
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