Ross Holding and Management Company v. Advance Realty Group, LLC
Annotate this Case
Download PDF
EFiled: Feb 28 2013 11:26AM EST
Transaction ID 49847335
Case No. 4113VCN
COURT OF CHANCERY
OF THE
STATE OF DELAWARE
JOHN W. NOBLE
VICE CHANCELLOR
417 SOUTH STATE STREET
DOVER, DELAWARE 19901
TELEPHONE: (302) 739-4397
FACSIMILE: (302) 739-6179
February 28, 2013
John V. Fiorella, Esquire
Jennifer L. Dering, Esquire
Archer & Greiner, P.C.
300 Delaware Avenue, Suite 1370
Wilmington, DE 19801
Re:
Christopher Viceconte, Esquire
Gibbons P.C.
1000 N. West Street, Suite 1200
Wilmington, DE 19801
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
Date Submitted: November 1, 2012
Dear Counsel:
Plaintiffs own units of Defendant Advance Realty Group, LLC (“ARG”), a
New Jersey-based real estate development enterprise. The Individual Plaintiffs
were high-ranking executives of ARG until their termination in 2007. The Entity
Plaintiffs are owned by Individual Plaintiffs. A wide range of claims has been
asserted. Two require attention at this point. First, the Plaintiffs complain about
ARG’s refusal to redeem their units at market value.
challenge
the
Conversion
and
Exchange
Second, the Plaintiffs
Agreement
(the
“Conversion
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 2
Agreement”), adopted in September 2008, which involved a capital restructuring
of ARG. The Plaintiffs claim that the Conversion Agreement materially and
adversely affected the value of their ARG holdings because other Defendants who
control ARG diverted its assets for their benefit.1
The Defendants have moved for partial summary judgment on nine
grounds.2 Before turning to each of the reasons sponsored by the Defendants, the
standards governing the Court’s consideration of a motion for partial summary
judgment should be briefly reviewed. Summary judgment, governed by Court of
Chancery Rule 56, requires the Court to view the facts in the light most favorable
to the nonmoving party.3 The moving party must demonstrate that there is no
material question of fact.4 Then, the moving party may prevail on its motion if it is
entitled to judgment as a matter of law.
1
This incomplete summary of the dispute provides sufficient context for the matters before the
Court. A fuller development of the background may be found at Ross Hldg. & Mgmt. Co. v.
Advanced Realty Gp., LLC, 2010 WL 1838608, at *1-4 (Del. Ch. Apr. 28, 2010) (Defendants’
Motion for Judgment on the Pleadings) and Ross Hldg. & Mgmt. Co. v. Advanced Realty Gp.,
LLC, 2010 WL 3448227, at *1-2 (Del. Ch. Sept. 2, 2010) (Plaintiffs’ Motions to Amend Their
Complaint and for the Appointment of a Receiver).
2
The parties waived oral argument on the Defendants’ motion for partial summary judgment.
3
Merrill v. Crothall-Am., Inc., 606 A.2d 96, 99 (Del. 1992); see also Cerberus Int’l., Ltd. v.
Apollo Mgmt., L.P., 794 A.2d 1141, 1150 (Del. 2002).
4
Whittington v. Dragon Gp. L.L.C., 2008 WL 4419075, at *3 (Del. Ch. June 6, 2008).
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 3
1. The Unopposed
The Defendants have sought dismissal of (i) Defendant Rothschild Realty,
Inc. for lack of personal jurisdiction; (ii) the Plaintiffs’ claim for punitive damages
for lack of subject matter jurisdiction; and (iii) the Plaintiffs’ claims for attorneys’
fees and costs because they have not demonstrated any basis for fee shifting.5 The
Plaintiffs do not contest these aspects of the Defendants’ motion,6 and partial
summary judgment will be entered as to each of these elements.7
2. The Unit Holders Agreements
The Plaintiffs have alleged that ARG breached the Unit Holders Agreements
by failing to repurchase their Class A units of ARG when the Individual Plaintiffs
were terminated. The Unit Holders Agreements provide that, upon termination,
“[ARG] may repurchase some or all of the Units of Investor” under certain terms.8
The use of the word “may,” as contrasted with the word “shall,” denotes a
5
The Court does not understand the Defendants’ motion to reach traditional “court costs.”
Pls.’ Br. in Opp’n to Defs.’ Mot. for Summ. J. (“Pls.’ Br.”) 5.
7
This conclusion moots the balance of the motion on behalf of Defendant Rothschild Realty,
Inc. to the extent that it sought an analysis of the merits of the claims against it.
8
Aff. of Joseph A. Martin, Esq. (“Martin Aff.”) Ex. 8 (the “Unit Holders Agreement”) § 7(a).
6
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 4
permissive standard.9 ARG, thus, had no express duty to repurchase the Class A
units.
Under New Jersey law, in every contract inheres an implied covenant of
good faith and fair dealing. Thus, even if a contract gives a party discretion to
undertake or to refrain from undertaking a particular act, the implied covenant
may, nevertheless, be breached if, for example, the party exercises its discretion
deliberately and with a dishonest purpose or with the intent to profit at the expense
of another party that conflicts with the “spirit of the contract.”10 The reasons for
the implied covenant are most obvious when a party “has acted consistent with the
contract’s literal terms, but has done so in such a manner so as to ‘have the effect
of destroying or injuring the right of the other party to receive the fruits of the
contract.’”11 Care must be taken, however, not to give the implied covenant a
9
See, e.g., Aponte-Correa v. Allstate Ins. Co., 744 A.2d 175, 179 (N.J. 2000). The parties agree
that the law of New Jersey governs. Defs.’ Reply Br. in Supp. of Defs.’ Mot. for Partial
Summ. J. 8 n.3.
10
Rodin Props.-Shore Mall, N.V. v. Cushman & Wakefield of Pa., Inc., 49 F. Supp. 2d 728, 73536 (D.N.J. 1999).
11
Wade v. Kessler Inst., 798 A.2d 1251, 1262 (N.J. 2002) (quoting Bak-A Lum Corp. of Am. v.
Alcoa Bldg. Products, Inc., 351 A.2d 349, 352 (N.J. 1976)).
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 5
reach too broad; otherwise, it might “impos[e] unintended obligations upon parties
and destroy[] the mutual benefits created by legally binding agreements.”12
The Plaintiffs stress that they expected that their units would be acquired by
ARG if they were terminated. If that was their expectation in 2001 when they
executed the Unit Holders Agreements, they had a strange way to incorporate that
expectation into the agreements; indeed, the contractual language, to which they,
of course, agreed, is inconsistent with what they now claim was not only their
expectation but also the expectation of all parties to those agreements.
The
Plaintiffs’ expectation that ARG was obligated to reacquire their units is different
from the possibility that ARG might choose to acquire their units.
Their
expectations were not incorporated into the contract; nonetheless, the implied
covenant may have required ARG to act in good faith when it decided whether or
not to purchase their units.
The Individual Plaintiffs’ ownership of ARG units was an incentive and
potential reward for their service. One can understand why they would not want to
12
Brunswick Hills Racquet Club, Inc. v. Route 18 Shopping Ctr. Assocs., 864 A.2d 387, 399
(N.J. 2005) (citation omitted).
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 6
be minority unit holders of an enterprise controlled by those who had acted
adversely toward them, but it is hard to see why that is an “inequitable” result.
Their problem is not so much that their units were not purchased; it is how those
units were treated by their fiduciaries.
The Plaintiffs cite some specific instances that, they say, reaffirm their
expectations. For example, after their termination, an ARG executive (perhaps,
misleadingly) gave them reason to believe that their units would be bought upon
the occurrence of certain events. ARG, of course, had the right to purchase after
termination, and that such offers were bandied about well after the Unit Holders
Agreements were executed offers little support to the Plaintiffs’ claim that such an
opportunity should be an implied part of these contracts. They also point to
another former employee of ARG who held Class A units of ARG (as they still do)
and whose units were purchased after his termination. That purchase, orchestrated
at the time by one of the Plaintiffs, reflects what the contract expressly allowed:
ARG could choose to purchase Class A units upon an employee’s termination.
The Plaintiffs have not developed a cohesive theory to explain why the differential
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 7
treatment they have identified is somehow proof that an implied covenant should
be given effect.
Ultimately, especially in light of the discretionary language in the Unit
Holders Agreements, the Plaintiffs have offered nothing to support the “reasonable
expectation” in 2001 that they could force ARG to buy back their units in the event
they were terminated.
The Plaintiffs asserted their implied covenant claim in Count 7 of the
Amended Complaint. ARG is entitled to summary judgment in its favor on this
count.
Count 8 of the Amended Complaint contains the Plaintiffs’ claims against
various other Defendants for tortiously interfering with their Unit Holders
Agreements and dissuading ARG from buying back their Class A units. One of the
critical elements of a claim for tortious interference with contract is that a contract
must have been breached.”13 Because ARG did not breach the Unit Holders
Agreements and it did not breach any implied covenant of good faith and fair
13
Nostrame v. Santiago, 22 A.3d 20, 24 (N.J. Super. Ct. App. Div. 2011) (citing Restatement
(Second) of Torts § 766 (1974)).
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 8
dealing under those agreements when it did not repurchase the Class A units, no
tortious interference could have occurred with respect to the Unit Holders
Agreements and the Plaintiffs’ demands that their Class A units be repurchased.
Accordingly, the Defendants, other than ARG, are granted summary
judgment in their favor on Count 8 of the Amended Complaint.
3. Ronald L. Rayevich and Fiduciary Duty
Defendant Ronald L. Rayevich (“Rayevich”) served as a member of ARG’s
managing board which, under the terms of ARG’s Operating Agreement, had the
duty to “manage the business and affairs of [ARG] . . . reasonably and in good
faith.”14 Rayevich, who is presumed to have “acted on an informed basis, in good
faith and in the honest belief that the action taken was in the best interests of
[ARG],”15 is exculpated from liability for “any action or inaction” that did not
“arise out of . . . willful misconduct or bad faith.”16 Although a member of ARG’s
managing board, Rayevich had no discretion in how to vote as a member; he was
14
Martin Aff. Ex. 2 (ARG Operating Agreement) § 7.01.
Gantler v. Stephens, 965 A.2d 695, 705-06 (Del. 2009) (internal quotation marks and citation
omitted).
16
ARG Operating Agreement § 7.10(a).
15
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 9
required to follow Defendant Peter Cocoziello’s (“Cocoziello”) instructions.17
Nonetheless, the Plaintiffs allege that Rayevich breached his fiduciary duties by
(1) failing “to evaluate the terms of the Conversion Agreement to determine
whether it was in the best interests of the company and its unit holders”; (2) by
failing to “voice[] opposition to the [a]greement in light of the conflicts of interest
involving his fellow [b]oard members”; and (3) by failing to take “any steps to
prevent the self-dealing of the insider [d]efendants.”18 Rayevich has moved for
summary judgment with respect to the claims that he breached his fiduciary duties
because, first, the Plaintiffs have not overcome the presumption that he acted in
good faith and, second, even if he did breach his fiduciary duties, he was not acting
willfully or in bad faith and therefore is exculpated from liability.
Rayevich cannot avoid liability simply by pointing out that he had no
discretion—as restricted by the ARG Operating Agreement—to vote as a board
member. He is correct that Cocoziello controlled his vote, but fiduciary duties
17
Id. at § 7.01. Rayevich was a “Principal Designee” to the Managing Board and “Cocoziello
[was] entitled to cast all votes on behalf of the Principal Designees.” Id. Cocoziello founded
ARG and, at the time, he was its President and Chief Executive Officer. He also was a member
of its managing board.
18
Pls.’ Br. 6-7.
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 10
extend beyond voting. They may involve, for example, studying the proposed
action, determining the appropriateness of the proposed action, setting forth a
dissenting view to fellow board members, and, in the proper circumstances,
informing unit holders about the potential adverse affects of a proposed action.
It might be relatively easy to second guess Rayevich’s efforts, but second
guessing is not a substitute for the Plaintiffs’ burden to sponsor facts that
demonstrate his lack of good faith. They claim that he was “asleep at the wheel,”
but the facts on which that claim is based are not identified. He may have done
very little, and he may have done a poor job, but there is no showing that he was
not independent and disinterested with respect to the challenged action—
essentially, the Conversion Agreement—and there is no showing that he was not
informed about the Conversion Agreement or that he had not considered the
Conversion Agreement.19
His conduct may not deserve the continuing
presumption of good faith or the right to exculpation, but the Plaintiffs have not put
forth facts—other than the most conclusory allegations—demonstrating that his
19
He describes his role by affidavit. See Aff. of Ronald Rayevich ¶¶ 2-4. The affidavit may be
criticized as self-serving, but it offers more than the Plaintiffs have presented. He resigned from
ARG’s managing board at the end of the meeting during which the Conversion Agreement had
been approved.
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 11
conduct was willful or in bad faith.
Specific facts, as contrasted with mere
allegations, are needed to resist a motion for summary judgment.20 The Plaintiffs’
inability or disinclination to supply the minimum factual showing required to avoid
summary judgment entitles Rayevich to summary judgment with respect to
Count 1 of the Amended Complaint.
4.
Patricia K. Sheridan and Fiduciary Duty
Defendant Patricia K. Sheridan (“Sheridan”) served as ARG’s Chief
Financial Officer and does not dispute that she owed fiduciary duties to the
Plaintiffs who are ARG unit holders. She is alleged to have “misstated material
information in the financial statements of ARG, omitted material information from
the financial statements of ARG, and misrepresented material facts to [P]laintiffs
(and failed to disclose material facts) regarding, and to hide, the self-dealing of the
other [D]efendants.”21
The Plaintiffs also contend that Sheridan implemented
Defendants’ strategy “to force [P]laintiffs out as unit holders of ARG, which
included, but was not limited to, sending the September 12, 2008 letter to Class A
20
See Winshall v. Viacom Int’l Inc., 2012 WL 6200271, at *4 (Del. Ch. Dec. 12, 2012) (noting
that party opposing summary judgment cannot rely on mere allegations or denials to create a
dispute of material fact, but must set forth specific facts).
21
Am. Compl. ¶ 230.
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 12
unit holders.”22 Finally, they assert that she also breached her fiduciary duties by
“otherwise actively engaging in the conspiracy more fully alleged herein and in
Count 10 below.”23 Sheridan seeks summary judgment on these claims.
Corporate fiduciaries may breach their general fiduciary duty to shareholders
if they issue misleading disclosures even though those disclosures do not relate to a
specific request for shareholder action.24 A comparable liability exists within the
management framework of a limited liability company, its managing board, and its
unit holders. In this context, i.e., when no shareholder or unit holder action is
sought, a plaintiff must prove that the fiduciary “knowingly disseminat[ed]
materially false information.”25
In addition, the plaintiff must also show
reasonable reliance, causation, and damages.26
The Plaintiffs are unable to
demonstrate that Sheridan’s statements, assuming they were false, caused them any
damage. They have also been unable to demonstrate that they relied (or acted in
22
Id. at 231.
Id.
24
Malone v. Brincat, 722 A.2d 5, 14 (Del. 1998).
25
Id.
26
Metro Commc’ns Corp. BVI v. Advanced Mobilecomm Techs. Inc., 854 A.2d 121, 158 n.84
(Del. Ch. 2004); A.R. DeMarco Enters., Inc. v. Ocean Spray Cranberries, Inc., 2002
WL 31820970, at *4 n.10 (Del. Ch. Nov. 26, 2002).
23
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 13
reliance) on any of her misrepresentations. Without placing such facts in the
record, the Plaintiffs’ claims must succumb to Sheridan’s motion for summary
judgment.27
The Plaintiffs also maintain that the September 12, 2008 letter authored by
Sheridan demonstrates a breach of her fiduciary duties. However, that letter was
written after the Conversion Agreement was approved, and there is no evidence
that the Plaintiffs in any way relied upon any statement in that letter.
This
allegation fails for the same reason as the other fraud or disclosure-related claims
fail. Finally, the Plaintiffs allege that Sheridan engaged in a civil conspiracy to
deprive them of their rights as ARG unit holders, and that this conduct constituted
a breach of her fiduciary duties. The threshold question raised by this contention is
whether the Plaintiffs have set forth specific facts that tend to show that Sheridan
knowingly participated in, or agreed to, the alleged conspiracy. Resolution of that
question is set forth below.
27
The Court need not resolve the debate about the sufficiency of pleading what amounts to a
fraud claim in the context of a fiduciary duty claim. In brief, Sheridan contends that the
Amended Complaint fails to plead fraud with the specificity required by Court of Chancery
Rule 9(b).
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 14
6.
Civil Conspiracy28
The Plaintiffs contend that all of the Defendants engaged in civil conspiracy,
“the net effect of which was to deprive [P]laintiffs of the value of their Class A
units.”29
Under New Jersey law, a plaintiff seeking to prove a civil conspiracy must
demonstrate “a combination of two or more persons acting in concert to commit an
unlawful act, or to commit a lawful act by unlawful means, the principal element
of which is an agreement between the parties to inflict a wrong against, or injury
28
Under Delaware law, a civil conspiracy based on an underlying breach of fiduciary duty is
sometimes called “aiding and abetting.” Weinberger v. Rio Grande Indus., Inc., 519 A.2d 116,
131 (Del. Ch. 1986); see Malpiede v. Townson, 780 A.2d 1075, 1097-98 (Del. 2001) (noting that
a “bidder may be liable to a target’s stockholders for aiding and abetting a fiduciary breach by
the target’s board where the bidder and the board conspire in or agree to the fiduciary breach”).
Though closely related, the two causes of actions are not identical. An aiding and abetting claim
“focuses on the wrongful act of providing assistance, unlike civil conspiracy that focuses on the
agreement.” Hospitalists of Delaware, LLC v. Lutz, 2012 WL 3679219, at *15 (Del. Ch.
Aug. 28, 2012) (internal quotation marks omitted) (quoting WaveDivision Hldgs., LLC v.
Highland Capital Mgmt. L.P., 2011 WL 5314507, at *17 (Del. Super. Nov. 2, 2011), aff’d, 49
A.3d 1168 (Del. 2012)). Under certain circumstances, the distinction may not be meaningful and
the relief from both actions may be duplicative. Id. To state an aiding and abetting claim, a
plaintiff must show (1) the existence of a fiduciary relationship; (2) a breach of the fiduciary’s
duty; (3) a defendant’s knowing participation in the breach; and (4) damages proximately caused
by the breach. Malpiede, 780 A.2d at 1096. A civil conspiracy claim requires: “(1) [a]
confederation or combination of two or more persons; (2) [a]n unlawful act done in furtherance
of the conspiracy; and (3) [a]ctual damage.” Nicolet, Inc. v. Nutt, 525 A.2d 146, 149-50 (Del.
1987).
29
Am. Compl. ¶ 274.
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 15
upon another, and an overt act that results in damage.”30 The Defendants primarily
challenged the Plaintiffs’ proof of an agreement. They note that several of the
alleged conspirators had adverse interests with respect to the ARG restructuring.
For example, Defendant Kurt R. Padavano, as a Class A unit holder, was adversely
affected by the Conversion Agreement. Some of the supposed conspirators were
equity holders; others were debt holders. Again, there was distension between the
equity holders and the debt holders. The Defendants also note that Rayevich and
Sheridan had no financial interest in ARG and, thus, had no personal interest in the
restructuring. Moreover, some of the parties to the Conversion Agreement—
alleged co-conspirators—agreed to the terms of the Conversion Agreement. Can
that sort of written confirmation of a business transaction constitute the agreement
needed as an element to demonstrate the existence of a conspiracy?
Ultimately, for present purposes, there is a dispute of material fact whether
the Defendants, other than Rayevich and Sheridan, reached an agreement to pursue
the Conversion Agreement and, thus—at least according to Plaintiffs—to harm the
30
Banco Popular N. Am. v. Gandi, 876 A.2d 253, 263 (N.J. 2005) (internal quotation marks and
citation omitted).
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 16
Plaintiffs to their benefit.
Wrongful conduct has been alleged, and it is a
reasonable (but not necessary) inference that those Defendants agreed to use the
Conversion Agreement as a means of achieving advantages to which they were not
entitled. That, for this state of the proceedings, suffices, and the Court cannot
conclude, as a matter of undisputed material fact, that Defendants, other than
Rayevich and Sheridan, are entitled to judgment as a matter of law.31
The question of whether Rayevich and Sheridan, as contrasted with the other
Defendants, are entitled to summary judgment on the conspiracy claim remains.
Civil conspiracy requires either an unlawful act or a lawful act committed by
unlawful means.
The Plaintiffs have identified no overt action—lawful or otherwise—that
shows that Rayevich knowingly participated in, or agreed to, the conspiracy which
31
The benefits to Plaintiffs of a pending civil conspiracy claim are not all that apparent.
Evidentiary matters may be facilitated, but, eventually, either there were breaches of fiduciary
duty (perhaps as defined in the ARG Operating Agreement) or there were not. The civil
conspiracy claims are brought under New Jersey law. Many of the Plaintiffs’ substantive claims
are based on Delaware law. How Delaware substantive law and New Jersey conspiracy law
interface (and whether that convergence carries any consequences) has not been addressed by the
parties.
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 17
they seek to prosecute.
Thus, he is entitled to summary judgment on the
conspiracy claim against him.
Sheridan, however, was actively involved in preparing the financial
statements associated with the lead up to the Conversion Agreement and its
implementation.
In her September 2008 letter, she advised Plaintiffs of the
declining value of their interests in the restructured ARG—as part of the strategy
employed by the Defendants generally to undermine Plaintiffs’ confidence in their
investment. Her role in developing and working on the lead up to the Conversion
Agreement provides a reasonable basis to support the inference that she agreed to
the terms and purpose of the Conversion Agreement. Her actions supporting the
Conversion Agreement—even if those actions were legal—were part of the
implementation of the plan—on this record, one of the reasonable inferences is that
that was a conspiracy—that was carried out through the Conversion Agreement
which, for present purposes, was an agreement to inflict a wrong upon the
Plaintiffs. Her efforts were an integral part of the Defendants’ scheme and were
Ross Holding and Management Company, et al. v.
Advance Realty Group, LLC, et al.
C.A. No. 4113-VCN
February 28, 2013
Page 18
consistent with it. Perhaps this does not amount to much; it is, however, sufficient
to preclude the granting of summary judgment to Sheridan.32
***
Accordingly, the Defendants are entitled to summary judgment as to
Plaintiffs’ claims (i) for punitive damages; (ii) for attorneys’ fees; (iii) against
Rayevich; (iv) for the failure to purchase the Plaintiffs’ ARG units under the terms
of the Unit Holders Agreements; and (v) for tortious interference with those
alleged repurchase rights under the Unit Holders Agreements.
Otherwise,
Defendants’ Motion for Partial Summary Judgment is denied.
IT IS SO ORDERED.
Very truly yours,
/s/ John W. Noble
JWN/cap
cc: Charles J. Brown, III, Esquire
Register in Chancery-K
32
Participation in a civil conspiracy against some ARG unit holders precludes dismissal, at this
stage, of the fiduciary duty claims against her.
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.