INVENERGY RENEWABLES LLC, a Delaware limited liability company, Defendant Below-Appellant/
LEAF INVENERGY COMPANY, a Cayman Islands exempt limited liability company, Plaintiff Below-Appellee/ Cross-Appellant.
Submitted: September 18, 2019
Below-Court of Chancery of the State of Delaware C.A. No.
VAUGHN, SEITZ, and TRAYNOR, Justices.
F. Traynor, Justice
This expedited appeal follows our recent opinion in Leaf
Invenergy v. Invenergy (Leaf I). In Leaf
I, we concluded that Invenergy breached the terms of the
LLC agreement it had with one of its investors-Leaf Invenergy
("Leaf")-by conducting a "Material Partial
Sale" without redeeming Leaf for a contractually defined
"Target Multiple." We held that "Leaf is
entitled to damages in the amount of the Target Multiple on
the condition that Leaf surrenders its membership interest in
Invenergy" and remanded the case to the Court of
After our remand, the Court of Chancery entered a final
judgment and order that included prejudgment interest from
December 15, 2015, the closing date of the aforementioned
Material Partial Sale. Invenergy appeals the calculation of
prejudgment interest, which amounts to nearly $30 million.
"A party is entitled to prejudgment interest running
from the date payment is due. The determination of the date
when payment is due is a matter of law subject to plenary
Invenergy argues that prejudgment interest should not have
been calculated from December 15, 2015 but rather from June
20, 2018, because on that date, Leaf surrendered its
membership interest to Invenergy via a redemption
agreement and, as mentioned, our opinion in Leaf
I awarded damages "on the condition that Leaf
surrenders its membership interest."
disagree with Invenergy. "Where . . . the underlying
obligation to make payment arises ex contractu, we
look to the contract itself to determine when interest should
begin to accrue." Under the LLC agreement, which is the
relevant contract here, Leaf was entitled to the Target
Multiple when Invenergy closed the TerraForm deal, which
occurred on December 15, 2015.
Contrary to what Invenergy's argument suggests, it was
not our opinion that ultimately entitled Leaf to the Target
Multiple. Rather, what entitled Leaf to the Target Multiple
was the LLC agreement and Invenergy's undertaking of a
Material Partial Sale that triggered the contractual
provisions we interpreted in Leaf I. And because
Leaf's contractual right to the Target Multiple was not
contingent upon a prior unconditional surrender of its
membership interests, neither does Leaf's prejudgment
failure-to-surrender diminish Leaf's right to prejudgment
interest on damages for an undisputed counterparty breach.
That we required Leaf to surrender its membership interest is
nothing more than a judicial effort to enforce the terms of
the parties' agreement, which provided that payment of
the Target Multiple would redeem Leaf's interests.
Leaf's informal request for fees is denied.
"Although we have authority under Supreme Court Rule
20(f) to award attorneys' fees in the case of a frivolous
appeal, we will not consider an informal request in the
absence of a formal motion made and presented in accordance
with the Supreme Court Rules."
THEREFORE, IT IS ORDERED that the judgment of the Court of
Chancery is AFFIRMED.