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In re Morrow Park Holding LLC

Court of Chancery of Delaware

March 28, 2018

In re Morrow Park Holding LLC

          ORDER DENYING PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT

          Tamika Montgomery-Reeves Vice Chancellor

         WHEREAS, on February 1, 2016, Village Green Residential Properties, LLC ("Village Green Residential"), CCI Historic, Inc. ("CCI Historic"), Village Green Holding LLC ("VG Holding"), VGM Clearing, LLC ("VGM Clearing"), VG ECU Holdings LLC, and Jonathan Holtzman entered into a Redemption Agreement (the "Redemption Agreement");

         WHEREAS, on May 27, 2017, CCI Historic, Village Green Residential, and VG ECU Holdings LLC became members of Morrow Park Holding LLC pursuant to a limited liability company agreement (the "LLC Agreement");

         WHEREAS, Section 10.10 of the LLC Agreement laid out purchase rights for the apartment project owned and operated by Morrow Park City Apartments LLC;

         WHEREAS, Section 10.10(h) of the LLC Agreement requires the execution of a mutual release as a condition precedent of any purchase under Section 10.10;

         WHEREAS, on January 17, 2017, Village Green Residential filed a complaint against CCI Historic, Compatriot Capital Inc. ("Compatriot"), VG ECU Holdings, and Morrow Park Holding LLC (the "First Action");

         WHEREAS, on April 20, 2017, VG Holding filed the Verified Complaint against Village Green Residential, VGM Clearing, Holtzman, and City Club Apartments, LLC ("City Club") in a separate action (the "Second Action");

         WHEREAS, on May 1, 2017, representatives of Compatriot and its affiliated entities testified in the Court of Common Pleas of Allegheny County, Pennsylvania about the release required by Section 10.10(h) of the Redemption Agreement;

         WHEREAS, on August 4, 2017, Village Green Residential, VGM Clearing, and Holtzman moved for partial summary judgment related to the interpretation and meaning of Section 10.10(h) of the Redemption Agreement;

         WHEREAS, on October 10, 2017, the Court consolidated the First Action and the Second Action;

         WHEREAS, on December 13, 2017, the Court heard oral argument on the motion;

         NOW, THEREFORE, THE COURT HEREBY FINDS AND ORDERS AS FOLLOWS:

         1. The Court has reviewed the parties' briefs, supporting ...


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