ASVRF Paterson Plank RD J-C, LLC v. Brass Works Urban Renewal Company, LLC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ASVRF PATERSON PLANK RD J-C, LLC,

Plaintiff/Counterclaim-
Defendant,

v. C.A. No. 2025-0549-LWW

BRASS WORKS URBAN RENEWAL
COMPANY, LLC,

Defendant/Counterclaim-
Plaintiff,

and,

ROBERT M. GREER, ROBERT F. GREER,
SANFORD WEISS, and CITY HOMES
AND GARDENS, LLC,

Defendants,

and,

PATERSON PLANK RD J-C, LLC,

Nominal Defendant /
Nominal Counterclaim-
Defendant.

MEMORANDUM OPINION
Date Submitted: September 12, 2025
Date Decided: November 21, 2025

Rebecca L. Butcher, Jennifer L. Cree, Howard W. Robertson IV, LANDIS RATH
& COBB LLP, Wilmington, Delaware; Kirk L. Brett, Patrick T. O’Connor,
ADLER & STACHENFELD LLP, New York, New York; Attorneys for Plaintiff
and Counterclaim Defendant ASVRF Paterson Plank RD J-C, LLC
Brian M. Rostocki, Nicholas R. Rodriguez, Evan D. Sweeney, REED SMITH
LLP, Wilmington, Delaware; Timothy J. Muyano, REED SMITH LLP,
Philadelphia, Pennsylvania; Attorneys for Defendant and Counterclaim Plaintiff
Brass Works Urban Renewal Company, LLC

WILL, Vice Chancellor
This expedited post-trial opinion resolves a struggle for control over a limited

liability company that indirectly owns a New Jersey residential complex. The

defendant real estate sponsor defaulted on its payment obligations to the plaintiff

preferred equity investor, triggering a contractual removal remedy. When the

defendant failed to cure its default, the plaintiff exercised its right to remove the

defendant as the company’s manager.

Rather than step aside, the defendant dug in. It ignored the removal notice,

denied the new property manager access to the site, and purported to “redeem” the

plaintiff’s interest without the authority to do so. This suit followed.

The plaintiff asks that I confirm it is the company’s rightful manager. The

defendant asks me to look past the plain text of the parties’ agreement to avoid what

it deems an equitable forfeiture. But Delaware courts enforce contracts as written.

The defendant defaulted, the plaintiff followed the contractual roadmap to replace

the defendant as manager, and the defendant breached its obligation to facilitate that

transition. Judgment is for the plaintiff.

1
I. FACTUAL BACKGROUND

Unless otherwise noted, the following facts were stipulated to by the parties

or proven by a preponderance of the evidence at trial.1

A. The Cliffs

This case raises a control dispute over Paterson Plank RD J-C, LLC. At its

heart, the dispute concerns the ownership and management of The Cliffs Lofts, a

120-unit residential building in Jersey City, New Jersey.2

The Cliffs is the crown jewel of the Greer family, who has developed,

financed, and managed over 1,000 residential units in northern New Jersey. 3 In

2002, Robert (Bobby) M. Greer with his sons Robert (Rob) F. Greer and Jonathan

Greer, purchased the property—then a “grimy” abandoned warehouse.4 After six

years of “sweat equity,” Bobby and Rob Greer developed it into a luxury residential

property.5

1
See Joint Pre-trial Stipulation and Order (Dkt. 70) (“PTO”). The trial record includes 187
joint exhibits, five deposition transcripts, and live testimony of two fact witnesses. Trial
testimony is cited as “[Name] Tr. __.” See Trial Tr. (Dkt. 87). Exhibits are cited by the
numbers provided on the parties’ joint exhibit list as “JX __,” unless otherwise defined.
See Joint Tr. Ex. List (Dkt. 71).
2
See Aff. of Eric J. Cannon (Dkt. 72) (“Cannon Aff.”) ¶ 4. Eric Cannon submitted an
affidavit in lieu of live direct trial testimony.
3
Aff. of Robert F. Greer (Dkt. 69) (“Greer Aff.”) ¶ 8. Rob Greer submitted an affidavit in
lieu of live direct trial testimony.
4
Greer Aff. ¶¶ 9-11.
5
Id. ¶ 11.

2
The Greers initially hoped to sell high-end condominiums in the Cliffs.6

Because the project was completed amid the 2008 financial crisis, they launched the

Cliffs as a rental building.7 Another Greer-family-owned company, City Homes and

Gardens, LLC, began leasing and managing the property.8

B. The LLC Agreement

Sometime in late 2020 or early 2021, Bobby Greer approached American

Realty Advisors (“ARA”), a private equity real estate investment management firm,

about providing capital to the Cliffs.9 ARA sent him a term sheet listing the principal

terms under which it would invest.10 The term sheet contemplated that ARA and

Greer affiliates would be the sole members of a newly formed entity.11

On June 29, 2021, ARA affiliate ASVRF Paterson Plank RD J-C, LLC and

Greer affiliate Brass Works Urban Renewal Company, LLC executed the Limited

Liability Company Agreement (“LLC Agreement”) of Paterson Plank RD J-C, LLC

6
Id. ¶ 9.
7
Id. ¶ 12.
8
Id. ¶ 13; see JX 6 (Property Management Agreement).
9
Greer Aff. ¶ 14.
10
Id. ¶ 15; see JX 2 (term sheet); see also American Realty Advisors,
https://www.aracapital.com (last visited Nov. 18, 2025).
11
JX 2 at 1.

3
(the “Company”).12 The Company’s purpose is to acquire, operate, manage, and

improve the Cliffs.13 ASVRF contributed $18 million to the Company in exchange

for 100% of its Class B preferred equity.14 Brass Works contributed the Cliffs’ real

property, became the 100% owner of the Company’s Class A membership interests,

and was appointed the initial “Manager.”15

In the LLC Agreement, Brass Works agreed to cause the Company to pay

ASVRF a monthly preferred distribution.16 Brass Works also became obligated to

make capital contributions to fund any preferred return shortfall.17 If the Company

failed to pay an amount owed to ASVRF within ten days of its due date, an “Event

of Default” would occur.18

12
PTO ¶¶ 6, 8; JX 7 (“LLC Agreement”). The Company, a Delaware limited liability
company, is the sole member of the entity that owns the property. PTO ¶ 6; see JX 3
(organizational chart). Brass Works is a New Jersey limited liability company indirectly
owned by Bobby Greer, Rob Greer, Jonathan Greer, and Sanford Weiss. PTO ¶ 5; see
JX 3. ASVRF is a Delaware limited liability company indirectly owned by ARA. PTO ¶ 4;
see JX 3.
13
LLC Agreement § 2.6.
14
Id. at 1; id. at Ex. A.
Id. at 1; id. at art. I (defining “Manager”); PTO ¶ 12 (stating that, as the Manager, Brass
15

Works was “charged with managing the affairs of the Company”).
16
LLC Agreement §§ 3.2, 5.1. ASVRF has priority for any distribution pursuant to a
waterfall. Id. § 5.2.
17
Id. §§ 3.2, 5.1; see PTO ¶ 13.
18
LLC Agreement § 7.1(a)(ii)(A); id. § 7.1(a) (listing “Events of Default”); see PTO ¶ 14.

4
If an Event of Default remained uncured, ASVRF could pursue contractual

rights and remedies. One potential remedy was the removal and replacement of

Brass Works as the Company’s Manager.19 Another was to seek redemption of

ASVRF’s membership interests.20

C. The Default

Three years later, the Company failed to pay a preferred return of $81,236.15

that was due to ASVRF on August 1, 2024.21 The next day, ASVRF sent Brass

Works notice that an Event of Default would occur if the payment was not made

within the 10-day grace period (by August 12).22 No payment to ASVRF

materialized. On August 16, ASVRF sent Brass Works written notice of an Event

of Default.23

Brass Works ignored the notice.24 It continued to miss monthly distribution

payments to ASVRF.25 Meanwhile, Brass Works said that it wished to recapitalize

19
LLC Agreement § 7.2(a)(ii). Although Brass Works, if removed as Manager, would lack
voting or consent rights over major decisions, it would remain a passive member of the
Company. See Cannon Aff. ¶ 24.
20
See LLC Agreement § 7.2(a)(i); id. §§ 7.3, 12.3; Greer Tr. 133-36.
21
PTO ¶ 18; see Greer Tr. 124-25.
22
JX 21; see also Cannon Aff. ¶ 39; JX 20.
23
PTO ¶ 18.
24
See Greer Tr. 128, 131.
25
PTO ¶¶ 18-19; see JX 34; JX 57.

5
the Cliffs and obtain refinancing to repay ASVRF in full. Brass Works asked

ASVRF to forbear on enforcing its contractual remedies in the meantime.26

In late 2024, ASVRF outlined to Brass Works its conditions to forbearance,

including the payment of past-due preferred returns through the end of 2024.27 Brass

Works again ignored ASVRF.28 In January 2025, ASVRF made a final appeal to

Brass Works, asking it to “work with [ASVRF] in a productive manner.”29 At this

point, ASVRF was owed $1,075,772.49 in preferred return payments.30 Brass

Works opted not to respond.31

D. The Replacement Guaranties

To invoke its removal remedy, the LLC Agreement set a process by which

ASVRF would step in as “Replacement Guarantor.”32 ASVRF and QuadReal

Finance Inc. (the property owner’s lender) agreed, in a December 21, 2021

Recognition Agreement, to take certain actions if ASVRF opted to remove and

26
Greer Tr. 141, 144-45. Brass Works did not provide a term sheet or other evidence of
refinancing.
27
JX 56 at 3-4.
28
Id.; see also JX 32.
29
JX 56 at 1-2 (“We have provided you every opportunity to sit down with our firm along
with your counsel, and to work with us in a productive manner—but you have refused to
engage with us.”).
30
Id. at 6.
31
See Greer Tr. 147-50.
32
LLC Agreement § 7.2(a)(ii).

6
replace Brass Works as Manager.33 Like the LLC Agreement, the Recognition

Agreement required ASVRF to execute a non-recourse carveout guaranty and a

replacement environmental indemnity agreement (the “Replacement Guaranties”)

before or concurrent with the removal.34

Between January and April 2025, ASVRF and QuadReal negotiated the

Replacement Guaranties.35 QuadReal told Brass Works that ASVRF had requested

loan modification documents to enforce its rights under the LLC Agreement.36 Brass

Works did not respond to QuadReal on that point, but directed the request to its

attorney.37

The Replacement Guaranties were finalized in early April.38 On April 4,

ASVRF delivered its original signature pages to QuadReal.39 QuadReal held them

33
JX 11 (“Recognition Agreement”) § 5(a); see Cannon Tr. 81.
34
LLC Agreement § 7.2(a)(ii); see also Recognition Agreement § 5(a).
35
Cannon Aff. ¶ 48; see also JX 42; JX 44; JX 48; JX 77.
36
JX 64. Brass Works objected to the admissibility of JX 64 under Delaware Rule of
Evidence 408. See Joint Trial Exhibit List (Dkt. 71). That objection is overruled. JX 64
neither contains a settlement offer nor involves a negotiation between the parties. There
were no settlement negotiations underway as of the date of JX 64. See Greer
Tr. 155-58, 160, 173.
37
JX 64.
38
JX 83; see also JXs 84-85.
39
JX 83.

7
in escrow until ASVRF authorized it to make the Replacement Guaranties effective

on April 7 at 2:21 p.m. Pacific.40

E. The Removal

On April 7, 2025 at 4:59 p.m. Pacific, ASVRF sent Brass Works a notice of

removal (the “Removal Notice”), citing the Event of Default eight months earlier.41

It stated that, “[p]ursuant to Section 7 .2(a)(ii) of the [LLC] Agreement, effective

immediately,” Brass Works was “removed as Manager of the Company” and

ASVRF was “the Company’s Manager.”42 The Removal Notice directed Brass

Works to facilitate a smooth transition of leadership, such as “deliver[ing] tenant

security deposits and other Company monies, deliver[ing] keys and leases,

execut[ing] and deliver[ing] notices to third parties” of the change in management,

and “transfer[ring] control of Company bank accounts to ASVRF.”43

ASVRF also emailed the Greers on April 8, requesting basic data to begin

transitioning property management from City Homes and Gardens to a company of

ASVRF’s choice: Greystar.44 In response, Rob Greer promised to “jump on” the

40
Id.; see ASVRF’s Post-trial Br. 14 n.9 (“The parties’ documents were produced with
times presented in Coordinated Universal Time (UTC), which is seven (7) hours ahead of
Pacific time.”).
41
JX 82; JX 74; see also JX 87 (indicating receipt and acknowledgment by the Greers).
42
JX 74 at 1.
43
Cannon Aff. ¶ 55; PTO ¶ 21.
44
JX 92.

8
management transition task list the week of April 21, after returning from vacation.45

He represented that he had arranged a refinancing to pay off the QuadReal loan and

repay ASVRF by the end of June 2025.46

By May, Brass Works’ transition obligations remained unfulfilled. It slow-

walked “turn[ing] over critical management items” like “physical control of the

property, physical lease files, marketing materials, security deposits, Company bank

accounts, and control of the Property’s website.”47 And it refused to cede operational

control to Greystar, denying access to the Cliffs.48

F. The Redemption Notice

On May 8, 2025, Brass Works purported to provide ASVRF notice that the

Company was redeeming ASVRF’s Class B membership interests (the “Redemption

Notice”).49 Brass Works signed the Redemption Notice as the Company’s

“Manager” and attached a form of redemption agreement also signed by it as

“Manager.”50

45
JX 94; see Cannon Aff. ¶ 57; Greer Tr. 160-62.
46
JX 91.
47
Cannon Aff. ¶¶ 59, 65.
48
Id. ¶ 65; see also Greer Tr. 166-68.
49
PTO ¶ 40.
50
JXs 106-07; see Greer Tr. 173.

9
The next day, ASVRF rejected the Redemption Notice, reminding Brass

Works that it was no longer the Manager.51 Though ASVRF was—and is—willing

to be redeemed, it felt that the Redemption Notice was a delay tactic.52 Its suspicions

were well placed; Brass Works lacked a commitment letter or term sheet for any

refinancing.53

On July 2, Brass Works sent a letter following up on the Redemption Notice.54

It stated—for the first time—that Brass Works disputed its removal as Manager.55

ASVRF responded that Brass Works lacked the authority to issue a Redemption

Notice on behalf of the Company.56

G. The Attempted Condominium Conversion

While Brass Works attempted to redeem ASVRF’s membership interests, it

was working to convert the Cliffs units from rentals into condominiums. The

conversion was not a new idea, but had been floated at the earliest stage of ARA’s

investment.57 To implement it, Brass Works would need to obtain regulatory

51
JX 109; see Greer Tr. 175-76.
52
See Cannon Tr. 85-90.
53
See Greer Tr. 138-41, 181-83.
54
JX 135.
55
Id.; see PTO ¶ 42.
56
JX 136; see PTO ¶ 43.
57
See, e.g., JX 28; JX 63; JX 70.

10
approval, refinance the \senior loan, and redeem ASVRF’s membership interests.58

ASVRF consistently stated that to comply with the LLC Agreement and senior loan

agreement, any conversion could occur only after Brass Works redeemed ASVRF’s

membership interests and paid QuadReal.59

Even so, on June 30—after this litigation was filed—Brass Works unilaterally

filed a master deed purporting to convert the Cliffs into a condominium building.60

H. This Litigation

On May 16, 2025, ASVRF filed this action for declaratory and injunctive

relief against Brass Works and on behalf of the Company as the nominal defendant.61

Its complaint advances five counts, two of which are resolved in this decision. Count

I seeks a declaration under 6 Del. C. § 18-110 that Brass Works was removed as

58
See Greer Aff. ¶¶ 44-45; Cannon Aff. ¶ 79; Cannon Tr. 102 (testifying that no
“commitment” to “deliver [a] unit to [a] purchaser” could occur “until the refinance loan
was procured”); id. at 24-25, 104.
59
See JX 185 (Cannon Dep.) 64, 67-72, 124-25; Cannon Tr. 23-25, 28-30, 104-05; JX 186
(Stern Dep.) 116-17, 120-21, 143; see also LLC Agreement § 6.3(e), (p), (r), (jj).
60
Cannon Aff. ¶ 84; see JXs 166-67; Cannon Tr. 99-100.
61
Verified Compl. (Dkt. 1) (“Compl.”) ¶¶ 59-84. ASVRF also named as defendants Bobby
Greer, Rob Greer, Sanford Weiss, and City Homes and Gardens. Only the counts asserted
against Brass Works were tried on an expedited basis. See PTO ¶ 3 n.2.

11
Manager and replaced by ASVRF.62 Count II is a claim for breach of the LLC

Agreement for Brass Works’ failure to transition the Manager role.63

Brass Works answered the complaint on July 17 and asserted affirmative

defenses and counterclaims against ASVRF, naming the Company as the nominal

defendant.64 Counterclaim Count I seeks a declaratory judgment that ASVRF’s

attempt to remove Brass Works as Manager is ineffective.65 Count II is a claim for

breach of the LLC Agreement due to ASVRF’s refusal to acknowledge the

Redemption Notice, and Count III is a related claim for breach of the implied

covenant of good faith and fair dealing.66 ASVRF replied to the counterclaims on

July 23.67

After expedited discovery, a trial on Count I and II of ASVRF’s complaint

and Counts I to III of Brass Works’ counterclaims was held on August 27.68 The

62
ASVRF also declared that “as Manager of the Company, [the p]laintiff has the sole right
and authority to make all decisions relating to the Company.” Compl. ¶ 62.
63
Id. ¶¶ 65-68.
64
Brass Works Urban Renewal Company LLC’s Answer to Verified Compl. (Dkt. 29)
(“Answer”); Verified Countercl. (Dkt. 31) (“Countercl.”). Brass Works delayed in
appearing, prompting ASVRF to move for a partial default judgment. Dkt. 18. At a July 1
default judgment hearing, Rob Greer appeared and asked for additional time to retain
counsel. I set a deadline for Brass Works to answer the complaint and directed the parties
to confer on a schedule for an expedited trial on Counts I and II. See Dkts. 27-28.
65
Countercl. ¶¶ 88-96.
66
Id. ¶¶ 97-112 (breach of contract); id. ¶¶ 113-22 (implied covenant).
67
Pl.-Countercl.-Def.’s Answer to Verified Countercl. (Dkt. 37).
68
See Dkt. 82.

12
matter was taken under advisement as of September 12, when each party filed a

post-trial brief.69

II. LEGAL ANALYSIS

This case is, at bottom, one brought under 6 Del. C. § 18-110 to determine the

proper Manager of the Company. Section 18-110(a) grants this court authority to

“hear and determine the validity of any . . . removal or resignation of a manager of

a limited liability company . . . and the right of any person to become or continue to

be a manager of a limited liability company[.]”70 The court “may determine the

person or persons entitled to serve as managers; and to that end make such order or

decree in any such case as may be just and proper, with power to enforce the

production of any books, papers and records of the [entity].”71

The claims presented at trial stem from the core dispute over which party—

ASVRF or Brass Works—is the rightful Manager. “The parties have the burden of

proving their respective claims by a preponderance of the evidence.”72 “Proof by a

69
See ASVRF’s Post-trial Br. (Dkt. 89); Brass Works’ Post-trial Br. (Dkt. 88). The parties
did not request post-trial argument, and I deemed it unnecessary.
70
6 Del. C. § 18-110(a).
71
Id.
72
Lynch v. Gonzalez, 2020 WL 4381604, at *30 (Del. Ch. July 31, 2020), aff’d,
253 A.3d 556 (Del. 2021); see also Reynolds v. Reynolds, 237 A.2d 708, 711 (Del. 1967).

13
preponderance of the evidence means proof that something is more likely than

not.”73 Only ASVRF has met its burden.

ASVRF proved that it validly removed Brass Works as Manager, and that

ASVRF now holds that position. Judgment on Count I of the complaint and the

corresponding counterclaim (Count I) is in ASVRF’s favor. ASVRF also proved

that Brass Works breached the LLC Agreement by flouting its obligations to

transition the Manager role. Judgment on Count II of the complaint is in ASVRF’s

favor. Brass Works did not prove its remaining counterclaims (Counts II and III),

on which judgment is in ASVRF’s favor. Brass Works also waived or failed to prove

its affirmative defenses. My reasoning follows.

A. The Removal Notice’s Validity

In Count I of their respective pleadings, ASVRF and Brass Works each seek

a declaration on the effectiveness of ASVRF’s Removal Notice. ASVRF asserts that

it validly removed Brass Works under the LLC Agreement and that ASVRF is now

73
Agilent Techs., Inc. v. Kirkland, 2010 WL 610725, at *13 (Del. Ch. Feb. 18, 2010).

14
the Manager. Brass Works claims the opposite.74 An actual controversy over the

current Manager of the Company exists and is ripe for adjudication.75

Resolving the dispute hinges on the terms of the LLC Agreement. “[W]hen

analyzing an LLC agreement, a court applies the same principles that are used when

construing and interpreting other contracts.”76 “Delaware law adheres to the

objective theory of contracts,” which means that “a contract’s construction should

be that which would be understood by an objective, reasonable third party.”77 In

seeking to interpret the contract, the court “will give priority to the parties’ intentions

as reflected in the four corners of the agreement[.]”78 The court will analyze the

74
Brass Works also argues that Section 7.2(a)(ii) of the LLC Agreement, which prohibits
the Manager from disputing the effectiveness of its removal, is void as a matter of public
policy under Terrell v. Kiromic Biopharma, Inc. See 297 A.3d 610, 620-21 (Del. 2023)
(rejecting a claim that a party could “ex ante contractually forgo [its] right to any and all
forms of judicial review” as “contrary to Delaware law”); see infra note 89. Because I
conclude that Brass Works’ removal was valid on the merits, I need not address whether
the contractual bar on disputing that removal is enforceable.
75
See 10 Del. C. § 6501; XL Specialty Ins. v. WMI Liquidating Tr., 93 A.3d 1208, 1216
(Del. 2014).
76
Holifield v. XRI Inv. Hldgs., LLC, 304 A.3d 896, 923-24 (Del. 2023) (quoting Absalom
Absalom Tr. v. Saint Gervais LLC, 2019 WL 2655787, at *2 (Del. Ch. June 27, 2019)); see
also 6 Del. C. § 18-1101(b) (“It is the policy of this chapter to give the maximum effect to
the principle of freedom of contract and to the enforceability of limited liability company
agreements.”).
77
Salamone v. Gorman, 106 A.3d 354, 367-68 (Del. 2014) (quoting Osborn ex rel. Osborn
v. Kemp, 991 A.2d 1153, 1159 (Del. 2010)).
78
Id. at 368 (quoting GMG Cap. Invs., LLC v. Athenian Venture P’rs I, L.P., 36 A.3d 776,
779 (Del. 2012)).

15
contract “as a whole and . . . will give each provision and term effect, so as not to

render any part of the contract mere surplusage.”79

If a contract is unambiguous, the court will not look beyond its four corners.

A contract is ambiguous where the provisions at issue are “fairly susceptible” to

different interpretations.80 But “[t]he parties’ steadfast disagreement over

interpretation will not, alone, render the contract ambiguous. The determination of

ambiguity lies within the sole province of the court.”81

1. Event of Default

Under the LLC Agreement, once a set amount of accrued preferred returns is

reached (the “Capitalized Preferred Return Accrual Cap”), the Company must pay

monthly distributions to ASVRF:

[T]he Company shall pay to [ASVRF] the amount of any accrued
and unpaid Capitalized Preferred Return that exceeds the
Capitalized Preferred Return Accrual Cap pursuant to, and in
accordance with, Section 6.2(f) . . . , it being the intent of the
Members that in no event shall the accrued and unpaid

79
Osborn, 991 A.2d at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port
Corp., 990 A.2d 393, 397 (Del. 2010)).
80
Eagle Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997)
(holding that contractual provisions control “when they establish the parties’ common
meaning[,]” such that “a reasonable person in the position of either party would have no
expectations inconsistent with the contract language”); see also Lorillard Tobacco Co. v.
Am. Legacy Found., 903 A.2d 728, 739 (Del. 2006) (stating that language that is “[c]lear
and unambiguous” must “be given its ordinary and usual meaning”).
81
Osborn, 991 A.2d at 1160 (citation omitted); see also In re Viking Pump,
Inc., 148 A.3d 633, 648 (Del. 2016) (noting that the court will only consider extrinsic
evidence when “ambiguity flow[s] from [the] contractual language”).

16
Capitalized Preferred Return exceed the Capitalized Preferred
Return Accrual Cap.82

If there were a shortfall, Brass Works (the “Class A Member”) was “obligated to

make such Additional Capital Contributions to the Company as may be required

under Section 3.2 in order to pay such Capitalized Preferred Return.”83

If Brass Works failed to pay the amount owed to ASVRF (the “Class B

Member”) within ten days of the due date, an Event of Default occurred. Section

7.1(a)(ii) unambiguously states:

(A) the failure of the Company, or the Class A Member, or any
Indemnitor or any party owing a monetary obligation to the Class
B Member under the Transaction Documents to pay any amount
owing to the Class B Member (including any amounts necessary
to effectuate the Redemption or other amounts due to the Class
B Member under the Transaction Documents), within ten (10)
days after the due date or within ten (10) days following written
demand for payment, if there is no due date; or (B) the failure of
Class A Member to make any Additional Capital Contribution as
and when required to be contributed to the Company pursuant to
Section 3.2(d)[.]84

82
LLC Agreement § 5.1; see also id. §§ 3.2, 5.2.
83
Id. § 5.1.
84
Id. § 7.1(a)(ii)(A) (emphasis added). Brass Works asks me to consider “parol evidence,”
notwithstanding its contention that the terms of the LLC Agreement are “plain and
unambiguous.” Brass Works’ Post-trial Br. 2, 11, 15. It repeatedly references a term sheet
(JX 2). Because I agree that the LLC Agreement is fully integrated and unambiguous, I
reject Brass Works’ invitation to look beyond the contract’s four corners. See LLC
Agreement § 16.10; see also supra note 81 and accompanying text.

17
Brass Works concedes that an Event of Default occurred.85 ASVRF was owed

$81,236.15 on August 1, 2024.86 That amount was not paid—within 10 days, after

ASVRF submitted a written demand for payment on August 16, or since.87

2. Remedies Following an Event of Default

If an Event of Default were uncured, Section 7.2 of the LLC Agreement gave

ASVRF the right, “in its sole and absolute discretion,” to exercise “one or more”

remedies.88 These remedies included, among others, demanding immediate

redemption (Section 7.1(a)(i)) or removing the Manager (Section 7.1(a)(ii)).

ASVRF chose removal.

Section 7.1(a)(ii) permitted ASVRF to remove the Manager and appoint itself

Manager, effective upon the delivery of a Removal Notice:

If the applicable Event of Default remains uncured, Class B
Member may remove the then Manager as the Manager by
delivering to such Manager written notice (“Removal Notice”)
exercising such removal and then appoint a Class B Member
Appointed Manager as the Manager of the Company. The
removal of Manager shall be effective immediately upon
delivery of the Removal Notice, and the parties acknowledge that
neither Class A Member nor Manager (if Manager is not then the

85
See Greer Tr. 133.
86
PTO ¶ 18.
87
JX 21 at 6-8; PTO ¶¶ 18-19.
88
LLC Agreement § 7.2(a).

18
Class A Member) shall have the right to dispute the effectiveness
of its removal pursuant to any Removal Notice.89

ASVRF sent Brass Works a Removal Notice on April 7, 2025.90 It stated that,

“[p]ursuant to Section 7.2(a)(ii),” Brass Works was “[t]hereby removed as Manager

of the Company.”91 It also stated that ASVRF was “the Company’s Manager” with

“full and complete authority and discretion in the management and control of the

business and affairs of the Company as set forth in the [LLC] Agreement.”92

3. Conditions to Removal

Brass Works insists that the Removal Notice is ineffective because “ASVRF

did not satisfy all conditions precedent to ASVRF exercising its rights under Section

7.2(a)(ii).”93 Its counterclaims state that “[w]ithout first executing and delivering a

Replacement Guarantee, ASVRF could not exercise its right to remove [Brass

Works] as Manager of the Company under Section 7.2(a)(ii).”94 That assertion

proved baseless.

89
LLC Agreement § 7.2(a)(ii).
90
JX 82; Greer Tr. 136.
91
JX 82 at 2; see PTO ¶ 20.
92
JX 82 at 2.
93
Countercl. ¶ 89; see Brass Works’ Post-trial Br. 19-20.
94
Countercl. ¶ 90.

19
Section § 7.2(a)(ii) of the LLC Agreement prescribes how ASVRF may step

in as Replacement Guarantor in conjunction with removing Brass Works as

Manager:

Notwithstanding the foregoing or anything to the contrary set
forth herein, in the event that the then-applicable Third Party
Loan Documents require, as a condition precedent to the
exercise by Class B Member of its right under this Section
7.2(a)(ii) to remove the Manager as the Manager and appoint a
Class B Member Appointed Manager as the Manager of the
Company, that Class B Member or its creditworthy Affiliate
execute and deliver to the applicable lender a replacement non-
recourse carve-out guaranty and replacement environmental
indemnity agreement, then Replacement Guarantor shall execute
such replacement non-recourse carve-out guaranty and
replacement environmental indemnity, whereupon the same shall
constitute Replacement Guaranties hereunder . . . .95

The Recognition Agreement between ASVRF and QuadReal required ASVRF to

cause a creditworthy party to execute Replacement Guarantees in favor of

QuadReal:

Prior to or concurrently with the completion of a Control Shift
Event, a Qualified Replacement Guarantor (as defined in the
Loan Agreement) shall execute and deliver to Lender (1) a
supplemental carve-out guaranty in substantially the form of the
Loan Carveout Guaranty, and (2) a supplemental environmental
indemnification agreement in substantially the form of the Loan
Environmental Indemnity, each of which shall provide for the
obligations of such obligor in accordance with the requirements
of Section 5(b) below.96

95
LLC Agreement § 7.2(a)(ii) (emphasis added).
96
Recognition Agreement § 5(a) (emphasis added); see also Cannon Tr. 81.

20
These requirements were met. In its post-trial brief, Brass Works

acknowledged that ASVRF “negotiated Replacement Guarantees and loan

amendments with [QuadReal].”97 ASVRF executed the Replacement Guarantees,

which became effective before the Removal Notice was delivered to Brass Works

on April 7.98

Even if the timing were imperfect, Brass Works lacks standing to enforce this

condition. The requirement to provide Replacement Guarantees protected QuadReal

by ensuring its loan was continuously secured by a credit worthy guarantor.

QuadReal accepted ASVRF’s performance and raised no objection to the timing or

effectiveness of the Replacement Guarantees. Brass Works cannot assert a

contractual defense based on a condition that was successfully fulfilled and accepted

by the party it benefitted.

Given these facts, Brass Works has pivoted to arguing that ASVRF had an

“implied obligation to provide Brass Works with those Replacement Guarantees

prior to sending its Notice of Removal, which it failed to do in breach of its

obligations.”99 But the implied covenant of good faith and fair dealing, which

97
Brass Works’ Post-trial Br. 19.
98
See JX 83 at 1; JX 82; supra notes 40-41 and accompanying text; see also Cannon
Aff. ¶ 52.
99
Brass Works’ Post-trial Br. 19 (arguing that “without Brass Works’ knowledge, ASVRF
negotiated Replacement Guarantees and loan amendments with the senior lender while

21
“involves a cautious enterprise, inferring contractual terms [that] . . . neither party

anticipated,”100 is an ill fit. “The implied covenant ‘does not apply when the contract

addresses the conduct at issue,’ but only ‘when the contract is truly silent’

concerning the matter at hand.”101

The LLC Agreement addresses the process for effective removal of a Manager

and the timing for Replacement Guarantees.102 It explains that the lender, QuadReal,

may require replacement guarantees before consenting to removal.103 But that

contract, negotiated by sophisticated parties represented by counsel,104 lacks any

timing condition on the delivery of Replacement Guarantees to Brass Works. The

Brass Works was still the Manager and never provided those documents to Brass Works”
(emphasis omitted)).
100
Nemec v. Shrader, 991 A.2d 1120, 1125-26 (Del. 2010) (citation omitted).
101
Oxbow Carbon & Mins. Hldgs., Inc. v. Crestview-Oxbow Acq., LLC, 202 A.3d 482, 507
(Del. 2019) (first quoting Nationwide Emerging Managers, LLC v. Northpointe Hldgs.,
LLC, 112 A.3d 878, 896 (Del. 2015), then quoting Allied Cap. Corp. v. GC-Sun Hldgs.,
L.P., 910 A.2d 1020, 1033 (Del. Ch. 2006)); see also Dunlap v. State Farm Fire & Cas.
Co., 878 A.2d 434, 441 (Del. 2005) (“[O]ne generally cannot base a claim for breach of
the implied covenant on conduct authorized by the terms of the agreement.”).
102
See LLC Agreement § 7.2(a)(ii).
103
Id.
104
See Greer Tr. 117.

22
loan documents similarly lack any such requirement.105 The implied covenant

cannot be wielded to create a new contract term that the parties did not bargain for.106

* * *

An Event of Default occurred under Section 7.1(a)(ii)(A). ASVRF elected to

exercise its removal right under Section 7.2(a)(ii) and complied with Section 7.2.

Thus, upon delivery of the Removal Notice, Brass Works was no longer the

Company’s Manager and ASVRF became the Manager. ASVRF is entitled to a

declaration that the Removal Notice is valid and effective. Judgment on Count I of

the complaint and Count I of the counterclaim is in ASVRF’s favor.

B. Brass Works’ Cooperation Requirement

In Count II of its complaint, ASVRF claims that Brass Works breached the

LLC Agreement by refusing to transition the Manager role to ASVRF.107 To

establish a breach of contract under Delaware law, a plaintiff must show that a

contract exists between the parties, the defendant breached the terms of the contract,

105
JX 9 (Loan Agreement).
106
In re Nat’l Collegiate Student Loan Trs. Litig., 251 A.3d 116, 188 n.438 (Del. Ch. 2020)
(citing Fortis Advisors LLC v. Shire US Hldgs., Inc., 2017 WL 3420751, at *8 (Del. Ch.
Aug. 9, 2017) (“[C]ourts generally will not ‘blue-pencil’ contracts by inserting language
into agreements that does not exist.”)); Nemec, 991 A.2d at 1126 (explaining that the
implied covenant cannot be used to “rewrite a contract” for parties who now “believe [it]
to have been a bad deal”).
107
ASVRF’s Post-trial Br. 35-38.

23
and the plaintiff suffered damages as a result.108 ASVRF has proven each of these

elements.

Section 7.2(a)(ii) of the LLC Agreement requires that after being removed as

Manager, Brass Works “reasonably cooperate with the Company to allow the

Company to effectively and productively continue the leasing, operation, marketing

and other activities of the Company.”109 The LLC Agreement itemizes specific

actions that Brass Works must immediately take after removal:

(aa) deliver to Class B Member a final accounting, (bb) surrender
and deliver to the Class B Member Appointed Manager Person
all rents and income, including tenant security deposits, of the
Project and other monies of the Company held by, or under the
control of the removed Manager, (cc) deliver to the Class B
Member Appointed Manager Person, as received, any monies
due the Company received after such removal, (dd) deliver to the
Class B Member Appointed Manager Person all materials and
supplies, keys, leases, contracts and documents, all other
accounting papers and records of the Company, and all books
and records, receipts for deposits, bills and other materials in the
removed Manager’s possession that relate to the Project, (ee)
execute and deliver to the Class B Member Appointed Manager
Person a notice to third parties directly involved with the Project
in a form reasonably satisfactory to the Class B Member to the
effect that the removed Manager is no longer the Manager of the
Company, (ff) deliver to the Company such information and
documentation in the removed Manager’s control or possession
at the time of removal as the Class B Member Appointed
Manager may reasonably request concerning the Project,
including any potential tenants for the Project known by the
removed Manager at the time of removal, [and] (gg) execute such

108
See VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003).
109
LLC Agreement § 7.2(a)(ii).

24
instruments and take such actions as Class B Member may
reasonably request to effect the removal described herein. After
removal, Class A Member shall reasonably cooperate with the
Company to allow the Company to effectively and productively
continue the leasing, operation, marketing and other activities of
the Company.110

Brass Works breached these obligations. Brass Works began to transition

management to ASVRF by providing financial performance reports about the

Cliffs.111 But it stopped, first “slow walk[ing]” the transition and then refusing even

to acknowledge that it was removed.112 It also blocked ASVRF’s newly hired

property manager, Greystar, from accessing the Cliffs.113 It continued to sign notices

and contracts on the Company’s behalf, and filed a master deed purporting to convert

the property to a condominium community.114

These actions have damaged ASVRF by depriving it of its bargained-for right

to act as Manager after exercising its removal remedy.115 Since Brass Works has

110
LLC Agreement § 7.2(a)(ii).
111
JXs 92-96; JX 99; JX 104.
112
JX 72 at 16; see also JX 96 at 1 (“[We are] just [sending transition information] to put
off the eventual fight and lawsuit potential.”); JX 103 at 1 (email from Rob Greer
instructing his team to “not respond” to ASVRF communications regarding transition
materials).
113
See JX 98 at 8; see also supra note 48 and accompanying text.
114
See JXs 106-07; JX 133; Greer Tr. 168-170, 172-174; see also supra notes 50, 60 and
accompanying text.
115
VLIW Tech., 840 A.2d at 612 (stating that “the breach of an obligation imposed by [a
valid] contract” furnishes the basis for a breach of contract claim and gives rise to “resultant
damage”).

25
refused to turn over critical items—including marketing materials, access to the

property’s websites, access to the Company’s bank accounts, and physical lease

files—ASVRF cannot fulfill its role as Manager. Brass Works continues to market

the Cliffs units as condominiums for individual purchase.116

As a remedy, ASVRF seeks a permanent injunction barring Brass Works

“from misrepresenting to third parties that it is the Manager of the Company, and

from taking any actions that are inconsistent with [ASVRF’s] role as sole Manager

of the Company.”117 It also seeks an injunction compelling Brass Works to comply

with its obligations in Section 7.2(a)(ii) to deliver information, transfer accounts to,

and cooperate with ASVRF as Manager.118

ASVRF is entitled to declaratory relief to this effect. I do not, however,

believe that the extraordinary remedy of a permanent injunction is warranted.119 I

have found that ASVRF is the lawful Manager of the Company. I have also found

that Brass Works breached its obligation to turn over managerial authority to

116
JX 131; JX 72 at 16; JX 73 at 11; JX 98 at 7; Greer Tr. 156.
117
Compl. ¶ 67.
118
Id. ¶ 68; see supra note 110 and accompanying text (outlining these requirements).
119
See, e.g., Tulou v. Hertrich, 1998 WL 409160, at *1 (Del. Ch. June 22, 1998)
(“Injunctive relief, especially the extraordinary remedy of mandatory injunctive relief lies
only in equity and will only issue where the facts, the law and the conscience of the [c]ourt
believe it to be appropriate.”).

26
ASVRF. I have no reason to believe that an injunction is needed to cause Brass

Works to comply.120

C. The Redemption Notice’s Ineffectiveness

Brass Works’ primary rebuttal to its removal is to insist that it redeemed

ASVRF’s shares.121 It brings two related counterclaims against ASVRF to that

effect: one for breach of the LLC Agreement (Count II), and another for breach of

the implied covenant of good faith and fair dealing (Count III).122 Both theories are

meritless.

1. No Express Breach

Section 12.1 of the LLC Agreement addresses the mandatory redemption of

ASVRF’s Class B membership interests. It outlines the requirement and mechanism

for buying out ASVRF’s investment:

On or prior to the earlier of (i) the date which is one hundred
twenty six (126) months after the Effective Date or (ii) the
maturity date (as the same may be extended) of the Senior Loan
or, if the Senior Loan has been refinanced with the Future Senior
Loan, then the maturity date of the Future Senior Loan (the

120
See Buescher v. Landsea Homes Corp., 2023 WL 5994144, at *1 (Del. Ch. Sept. 15,
2023) (stating that “the availability of a declaratory judgment at law makes the need for
injunctive relief unlikely”); ISS Facility Servs., Inc. v. JanCo. FS 2,
LLC, 2023 WL 4096014, at *2 (Del. Ch. June 20, 2023) (holding that a declaratory
judgment “would suffice to accomplish” the injunctive relief sought).
121
Brass Works’ Post-trial Br. 11.
122
Countercl. ¶¶ 97-112.

27
“Mandatory Redemption Date”), the Company shall cause the
Redemption Closing to occur pursuant to Section 12.5 below.123

Section 12.5 sets out the steps that must be taken by the Company at the redemption

closing.124

Brass Works argues that Section 12.1 grants it unfettered discretion to redeem

the membership interests of ASVRF on or before (1) 126 months after the LLC

Agreement takes effect, or (2) the maturity date of the senior loan.125 Not so. The

LLC Agreement grants the Company—not Brass Works—a mandatory redemption

right. Brass Works is not “the Company,” which the LLC Agreement defines as

Paterson Plank RD, J-C, LLC.126

When Brass Works served the Redemption Notice on May 8, 2025, it had

been removed as Manager for a month.127 It therefore could not act on the

Company’s behalf in submitting the Redemption Notice under Section 12.1.128

Brass Works further contends that Sections 7.2(a)(i) and 7.3 of the LLC

Agreement grant it redemption rights as the Class A Member, even if it were

123
LLC Agreement § 12.1 (emphasis added).
124
Id. § 12.5.
125
Brass Works’ Post-trial Br. 7; see also Countercl. ¶ 103.
126
LLC Agreement, Preamble, art. 1.
127
PTO ¶ 40.
128
See supra notes 82-106 and accompanying text.

28
removed as Manager.129 This argument misstates the contract. Article 7 of the LLC

Agreement, titled “Default by Manager and Class A Member,” addresses ASVRF’s

rights and remedies upon an Event of Default.130 Like Section 7.2(a)(ii), Section

7.2(a)(i) provides a remedy that ASVRF (the Class B Member) may pursue upon an

Event of Default:

Upon the occurrence of an Event of Default described in Section
7.1 which remains uncured, the Class B Member may, in its sole
and absolute discretion, exercise any one or more of the
following remedies following or concurrently with its written
declaration of an Event of Default by written notice to the
Manager . . . (i) Class B member may require the immediate
Redemption by the Company of the Class B Member’s
Membership Interest in accordance with Section 12.3 within the
Default Redemption Period (as defined in Section 12.3) and any
failure to cause the Redemption Closing to occur timely
following such election shall be a continuous and uncurable
Event of Default, except that the Company (and the Class A
Member and the Manager on behalf of the Company) will have
a continuing right to cause the Redemption Closing to occur as
set forth in Section 7.3 . . . .131

ASVRF did not demand redemption under Section 7.2(a)(i). It opted to pursue

removal of the Manager under Section 7.2(a)(ii). The terms of Section 7.2(a)(i)

therefore have no bearing on the current dispute.132

129
Brass Works’ Post-trial Br. 12.
130
LLC Agreement, art. 7.
131
Id. § 7.2(a)(i).
132
See supra notes 82-106 and accompanying text.

29
2. No Implied Breach

Brass Works contends that “to the extent not expressly agreed to, ASVRF and

Brass Works impliedly covenanted that Brass Works as the Class A Member”—in

addition to the Company—“could trigger the Mandatory Redemption.”133 But the

LLC Agreement is not silent such that there is a gap to be filled. It speaks directly

to the parties’ rights and obligations on mandatory redemption and the redemption

closing.134 It grants the Company—not the Class A Member—the right to invoke

mandatory redemption of the Class B Member. The implied covenant “cannot be

invoked where the contract itself expressly covers the subject at issue.”135

Counterclaim Count III, which is duplicative of Count II, is thus dismissed.136

D. Brass Works’ Affirmative Defenses

Brass Works raised numerous affirmative defenses in its answer, including

“waiver, acquiescence, accord and satisfaction, unclean hands, and/or estoppel,” and

133
Countercl. ¶ 117; see Brass Works’ Post-trial Br. 17.
134
See LLC Agreement §§ 12.1, 12.5; see also Gerber v. Enter Prods. Hldgs.,
LLC, 67 A.3d 400, 419 (Del. 2013) (“Express contractual provisions always supersede the
implied covenant.”), aff’d in part, rev’d in part on other grounds, 68 A.3d 665 (Del. 2013).
135
Fisk Ventures, LLC v. Segal, 2008 WL 1961156, at *10 (Del. Ch. May 7, 2008); see In
re Dura Medic Hldgs., Inc. Consol. Litig., 333 A.3d 227, 264 (Del. 2025);
Nemec, 991 A.2d at 1127 (“The implied covenant will not infer language that contradicts
a clear exercise of an express contractual right.”); see also supra notes 99-106 and
accompanying text (describing the implied covenant).
136
See Osram Sylvania Inc. v. Townsend Ventures, LLC, 2013 WL 6199554, at *18 (Del.
Ch. Nov. 19, 2013) (stating that use of “the implied covenant, to the extent that [an] implied
covenant merely duplicates breach of contract claims . . . is fatally flawed”).

30
“bad faith.”137 Many of these defenses are irrelevant to this control dispute.138 And

the defenses that purport to negate Brass Works’ removal as Manager are either

waived or meritless.139

Brass Works spent little effort briefing its equitable affirmative defenses.140

It did not mention waiver, acquiescence, or accord and satisfaction in its pre- or post-

trial brief. And it did not expressly raise unclean hands, bad faith, or estoppel in its

post-trial brief.141 Still, it argues that equity should bar ASVRF from “[o]btaining

an [u]nbargained [f]or [w]indfall,” which could arguably bear on estoppel and bad

faith.142

Even if they were fairly presented, these defenses provide no aid to Brass

Works. In Nemec v. Shrader, the Delaware Supreme Court emphasized that “[a]

137
Answer 45-46. It also raised affirmative defenses that are arguments on the merits, such
as failure to state a claim. Id. Contractual defenses on the right to redeem and the failure
of a condition precedent on Replacement Guarantees are addressed above. See supra
Sections II.A, C.
138
For example, Brass Works asserts that ASVRF “failed to mitigate any alleged
damages.” Answer 46. No damages are being awarded, however. Nor has ASVRF
breached the LLC Agreement to give rise to hypothetical damages.
139
See JX 170 (Brass Works’ Resp. to ASVRF’s First Set of Interrogs.) Nos. 11, 13.
140
See Brass Works’ Pre-trial Br. (Dkt. 77) 37 (“ASVRF’s misconduct detailed above
should satisfy Brass Works’ burden to sustain its equitable affirmative defenses, including
unclean hands, estoppel, and bad faith.” (citing Answer 45-46)).
141
See Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are
deemed waived.”).
142
Brass Works Post-trial Br. 21; id. at 23-29.

31
party does not act in bad faith by relying on contract provisions for which that party

bargained where doing so simply limits advantages to another party.” 143 By

removing Brass Works as Manager, ASVRF acted pursuant to its express rights

under the LLC Agreement. Nothing in the record supports the notion that ASVRF

did so in bad faith. Rather, ASVRF only enforced its removal right after forbearing

for eight months after the Event of Default. Its restraint, and repeated attempts to

work with Brass Works, suggest a good faith intent to protect its investment.144

To the extent that Brass Works insists ASVRF is estopped from removing it

as Manager, that position also lacks support.145 Brass Works suggests that ASVRF

knew about the condominium conversion plan and Brass Works’ intention to obtain

refinancing and redeem ASVRF’s interest in full through the conversion.146 It notes

that condominium purchase contracts were executed months ago “with ASVRF’s

143
Nemec, 991 A.2d at 1128.
144
See supra notes 27, 29-30 and accompanying text.
145
Under the doctrine of equitable estoppel, “a party by his conduct intentionally or
unintentionally leads another, in reliance upon that conduct, to change position to his
detriment.” Wilson v. Am. Ins., 209 A.2d 902, 903-04 (Del. 1965). A party claiming
estoppel must show that they: (1) “lacked knowledge or the means of obtaining knowledge
of the truth of the facts in question[,]” (2) “reasonably relied on the conduct of the party
against whom estoppel is claimed[,]” and (3) “suffered a prejudicial change of position as
a result of their reliance.” Nevins v. Bryan, 885 A.2d 233, 249 (Del. Ch. 2005).
146
Brass Works’ Post-trial Br. 6.

32
support” while Brass Works was Manager, making it inequitable for ASVRF to gain

the ability to terminate those agreements.147 This defense fails.

First, ASVRF’s knowledge of the conversion plan does not equate to

contractual approval or implied waiver. The LLC Agreement required ASVRF’s

written consent for a condominium conversion, deeming it a “Major Decision” and

a breach of the agreement to proceed without that consent.148 Brass Works cannot

establish justifiable reliance on ASVRF’s silence or knowledge when the underlying

action was barred by the governing contract absent formal written consent.

Second, any assent ASVRF gave to the conversion was consistently

conditioned on Brass Works first securing refinancing sufficient to redeem ASVRF's

preferred equity and pay off QuadReal.149 This step is fundamental to the deal

structure. Brass Works admits that it lacked the ability to do so, failing to produce

a term sheet or commitment letter for the necessary financing at the time of its

alleged reliance.150 Any reliance was therefore placed on an incomplete,

unauthorized, and unfinanceable plan.

147
Id. at 29.
148
LLC Agreement § 6.3.
149
See Cannon Aff. ¶ 82.
150
See Greer Tr. 138; Cannon Aff. ¶ 84.

33
III. CONCLUSION

Judgment on Count I of the complaint and Counts I through III of the

counterclaims is for ASVRF. ASVRF is entitled to a declaration that, under the

Removal Notice, it validly removed Brass Works as Manager and became the

Company’s sole Manager. ASVRF is also entitled to a declaration that Brass Works

must comply with its obligations in the LLC Agreement to transfer management of

the Company to ASVRF. Because it is not the prevailing party, Brass Works’

request for fees is denied.

The parties must confer on a proposed order to implement this decision and

file it within five business days.

34