LG Land, LLC v. Dream Finders Holdings, LLC

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
MORGAN T. ZURN LEONARD L. WILLIAMS JUSTICE CENTER
VICE CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734

April 7, 2026

Thomas A. Uebler, Esquire Kevin Gallagher, Esquire
Mccollom D’Emilio Smith Uebler LLC Richards, Layton & Finger, P.A.
2751 Centerville Road, Suite 401 920 North King Street
Wilmington, Delaware 19808 Wilmington, Delaware 19801

RE: LG Land, LLC, et al. v. Dream Finders Holdings, LLC, et al.,
Civil Action No. 2025-0459-MTZ

Dear Counsel:
As you know, the plaintiffs seek this Court’s statutory subject matter
jurisdiction via an application to confirm an arbitration award under 10 Del. C.
§ 5713.1 In the alternative, and presumably under the cleanup doctrine, the
plaintiffs ask this Court to award damages for breach of an asset purchase
agreement by and among several LLCs.2 The parties have been busy briefing
interlocking motions: the defendants’ motion to dismiss,3 the plaintiffs’ motion for
summary judgment,4 and the plaintiffs’ motion to supplement their complaint.5
The defendants seek dismissal on the grounds that the parties contracted for
an expert determination, leaving no arbitration award for this Court to confirm.
While the defendants identify that issue as a merits issue under Court of Chancery
Rule 12(b)(6), it is fundamentally one of subject matter jurisdiction under Rule
12(b)(1). The determination at issue is an expert determination, not an arbitration
award, so Section 5713 does not open this Court’s doors to what is otherwise a

1
Docket Item (“D.I.”) 1 [hereinafter “Compl.”] ¶¶ 9, 34–41; D.I. 28 ¶¶ 16, 145–52.
2
Compl. ¶¶ 42–56, Prayer for Relief; D.I. 28 Ex. 1 at Prayer for Relief; see Sun Life
Assurance Co. of Canada-U.S. Ops Hldgs., Inc. v. Gp. One Thousand One, LLC, 206
A.3d 261, 265–70 (Del. Super. 2019) (concluding 6 Del. C. § 18-111 did not confer
statutory jurisdiction over a dispute over contracts between Delaware LLCs).
3
D.I. 11; D.I. 15; D.I. 18; D.I. 21.
4
D.I. 12; D.I. 18; D.I. 21; D.I. 25.
5
D.I. 28; D.I. 32; D.I. 34.
LG Land, LLC v. Dream Finders Hldgs., LLC,
C.A. No. 2025-0459-MTZ
April 7, 2026
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legal claim seeking legal relief. The case is dismissed, and the plaintiffs may
transfer the matter to Superior Court under 10 Del. C. § 1902 within sixty days. If
the plaintiffs elect to transfer, the pending motion for leave to file a supplemental
complaint will be transferred as currently briefed.
I. BACKGROUND

On September 7, 2023, the parties entered into an Asset Purchase Agreement
(the “APA”).6 In general, the APA specifies a dispute resolution process
comprising JAMS mediation followed by litigation in the Delaware courts.7 That
process applies to disputes concerning the enforcement of “any provision of, or
based on any right arising out of[] [the APA] or any agreement, certificate,
instrument or other document” delivered in connection with it.8
Article II, which governs the purchase consideration, specifies an alternative
dispute resolution process for post-closing purchase price disputes. Section 2.01(a)
sets forth a formula for calculating the purchase price of the acquired assets, with
net asset value as one component.9 The purchase price would be “subject to [post-
closing] adjustment pursuant to Section 2.02.”10

Section 2.02(a) instructed the purchaser to deliver a closing statement setting
forth its calculation of the purchase price and its various components within ninety
days of closing.11 The sellers could either accept the closing statement or submit a
written objection notice to the purchaser within fifteen days.12 If the sellers
submitted an objection notice, the parties were required to “seek in good faith to
resolve any disagreements” within thirty days.13 If the parties could not reach

6
See Compl. Ex. A [hereinafter “APA”].
7
Id. § 11.19.
8
Id.
9
Id. § 2.01(a).
10
Id. §§ 2.01(a), 2.02.
11
Id. § 2.02(a).
12
Id. § 2.02(b).
13
Id. § 2.02(c).
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April 7, 2026
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agreement, they were to engage KPMG, which “shall act as an expert (and not an
arbitrator).”14 KPMG would “consider only the disagreements specified in the
Objection Notice,” and its decision would be “final and binding” on the parties for
purposes of Article II.15
The parties followed those procedures and retained KPMG on October 7,
2024, to resolve disagreements concerning net asset value calculations.16 KPMG’s
engagement letter (the “Engagement Letter”) confirmed KPMG was being retained
under Section 2.02(d) “as a neutral expert (and not an arbiter),” and that its
decision would be “final and binding.”17 It also stated KPMG’s “award shall be
governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.”18 Any dispute
between KPMG and the parties concerning the services provided under the
Engagement Letter would be resolved by mediation followed by binding
arbitration.19

KPMG rendered its decision on April 11, 2025.20 Its decision reaffirmed
that “the Parties jointly engaged KPMG to serve as a neutral expert (and not
arbiter).”21 Of the disputed amounts, KPMG determined $27,427,697 in favor of
the sellers and $3,428,107 in favor of the purchaser.22 Under both the APA and the
Engagement Letter, the purchaser was required to pay $27,427,697 to the sellers
within five days of KPMG’s decision.23 The purchaser failed to do so.24

14
Id. § 2.02(d).
15
Id.
16
Compl. ¶¶ 18, 21, 25; Compl. Ex. B [hereinafter “Engagement Letter”].
17
Engagement Letter at 1.
18
Id. at 4.
19
Id. at 7.
20
See Compl. Ex. C.
21
Compl. Ex. C. at 2.
22
Id. at 2–4; Compl. ¶ 29.
23
APA § 2.01(e); Engagement Letter at 3.
24
Compl. ¶ 33.
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The plaintiffs filed this action on April 28, 2025.25 The complaint advances
two counts. Count I is an application for this Court to confirm KPMG’s decision
as an arbitration award under 10 Del. C. § 5713. Count II, pled in the alternative,
is a breach of contract claim alleging the defendants failed to pay what they owe.
On May 21, the defendants moved for dismissal of the complaint under
Court of Chancery Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay pending
JAMS mediation.26 A week later, the plaintiffs filed a motion for summary
judgment.27 After briefing both motions, the parties participated in a mediation on
October 8 and agreed to refrain from litigating the action pending more
negotiations.28 Those negotiations reached an impasse on November 17.29 That
same day, the plaintiffs filed a motion for leave to supplement the complaint,
seeking to assert thirteen additional counts.30 I took this matter under advisement
on January 6, 2026.31

II. ANALYSIS
“The Court of Chancery is proudly a court of limited jurisdiction. The Court
defends that boundary and has a duty to examine issues of subject matter
jurisdiction sua sponte.”32 “The Court of Chancery can exercise subject matter

25
Compl.
26
D.I. 11.
27
D.I. 12.
28
D.I. 28 ¶ 2; D.I. 32 ¶ 9.
29
D.I. 28 ¶ 2; D.I. 32 ¶ 9.
30
D.I. 28; D.I. 28 Ex. 1.
31
D.I. 36.
32
Crown Castle Fiber LLC v. City of Wilmington, 2021 WL 2838425, at *1 (Del. Ch.
July 8, 2021); see, e.g., Ct. Ch. R. 12(h)(1) (“A party may assert a defense under Rule
12(b)(1) [by] motion filed at any time, or the Court may raise the defense on its own
initiative.”); Int’l Bus. Machs. Corp. v. Comdisco, Inc., 602 A.2d 74, 77 n.5 (Del. Ch.
1991) (“[U]nlike many jurisdictions, judges in the Delaware Court of Chancery are
obligated to decide whether a matter comes within the equitable jurisdiction of this Court
regardless of whether the issue has been raised by the parties.”).
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jurisdiction only when a case falls into one of three buckets.”33 Those buckets
include cases where (i) “a plaintiff states an equitable claim,” (ii) “a plaintiff
requests equitable relief and there is no adequate remedy at law,” and (iii)
jurisdiction exists by statute.”34 The plaintiffs seek this Court’s jurisdiction in the
third bucket, via 10 Del. C. §§ 5713 and 5702(c), to confirm KPMG’s decision as
an arbitration award.35 But if KPMG’s decision is an expert determination rather
than an arbitration award, those statutes do not apply. There is no other means for
the plaintiffs to access this Court’s limited subject matter jurisdiction.

“Binding alternative dispute mechanisms fall along a spectrum: [a]t one end
is an arbitration that has the look and feel of a judicial proceeding, except that it is
handled privately and with less formality.”36 “At the other end is an expert
determination in which an expert with technical skills or knowledge makes a
determination, largely on its own, and with only limited party input.”37 Parties can
tailor a dispute resolution mechanism to fall anywhere along this spectrum.
The Court’s task is to determine where the provision falls along that
spectrum. Its analysis begins with the provision’s plain language. Using expert-
not-arbitrator language “strongly signals an expert determination.”38 “The use of
the expression ‘as an expert and not as arbitrator’ is now so common that it is

33
Delawareans for Educ. Opportunity v. Carney, 2018 WL 4849935, at *5 (Del. Ch. Oct.
5, 2018); see also Candlewood Timber Gp., LLC v. Pan Am. Energy, LLC, 859 A.2d 989,
997 (Del. 2004).
34
Delawareans for Educ. Opportunity, 2018 WL 4849935, at *5 (footnotes and citations
omitted).
35
Compl. ¶ 9.
36
Paul v. Rockpoint Gp., LLC, 2024 WL 89643, at *10 (Del. Ch. Jan. 9, 2024) (quoting
ArchKey Intermediate Hldgs. Inc. v. Mona, 302 A.3d 975, 989 (Del. Ch. 2023)).
37
ArchKey, 302 A.3d at 989.
38
Paul, 2024 WL 89643, at *10; see also Ray Beyond Corp. v. Trimaran Fund Mgmt.,
L.L.C., 2019 WL 366614, at *1 (Del. Ch. Jan. 29, 2019) (“The Merger Agreement
designates the independent accountant ‘an expert, not an arbitrator.’ Under settled
Delaware case law, such language calls for an expert determination, not an arbitration.”
(collecting cases)).
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difficult to conceive of a case in which a court would not treat those words as
meaning exactly what they say.”39

“But labels are not dispositive. If the parties have used one term but
constructed a mechanism that operates like the other, then a court will give effect
to the parties’ actual agreement.”40 Assessment of the mechanism’s means of
operation “turns primarily on the degree of authority delegated to the decision-
maker.”41 In an arbitration proceeding, the arbitrator has the “authority to decide
all legal and factual issues necessary to resolve the matter.”42 That broad grant of
authority is “analogous to the powers of a judge in a judicial proceeding.” 43 In an
expert determination, the expert’s authority “is limited to its mandate to use

39
Penton Bus. Media Hldgs., LLC v. Informa PLC, 252 A.3d 445, 462 (Del. Ch. 2018)
(internal quotation marks and citations omitted); see also EMSI Acq., Inc. v. Contrarian
Funds, LLC, 2017 WL 1732369, at *16 (Del. Ch. May 3, 2017) (noting that where an
agreement used the phrase “acting as an expert and not an arbitrator,” interpreting the
auditor’s decision as an arbitration award “would violate . . . the cardinal principles of
contract construction”).
40
Paul, 2024 WL 89643, at *10 (citing ArchKey, 302 A.3d at 992); see also Penton, 252
A.3d at 462 (“It is even possible to envision a setting where the parties included ‘expert
not arbitrator’ language, but then constructed a dispute resolution provision that had
numerous features associated with commercial arbitration.”); EMSI, 2017 WL 1732369,
at *16 (observing that “in certain instances an ‘expert’s’ decision in a dispute resolution
proceeding, or the parties’ course of conduct during a dispute resolution proceeding, may
be tantamount to an arbitration” (footnotes omitted)).
41
ArchKey, 302 A.3d at 993; see Terrell v. Kiromic Biopharma, Inc., 297 A.3d 610, 618
(Del. 2023); see also Cedres v. Geoffrey Servs. Corp., 2024 WL 1435110, at *2 (Del. Ch.
Apr. 3, 2024) (“The framework adopted by the Delaware Supreme Court [in Terrell]
depends on the type and scope of authority delegated to the decisionmaker.”).
42
Penton, 252 A.3d at 464 (quoting Comm. on Int’l Commercial Disputes, N.Y.C. Bar
Ass’n, Purchase Price Adjustment Clauses and Expert Determinations: Legal Issues,
Practical Problems and Suggested Improvements 4 (2013)).
43
Id.
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its specialized knowledge to resolve a specified issue of fact,” usually one of
valuation.44

A standard accountant true-up mechanism operates as an expert
determination. In ArchKey, the purchase agreement contained a dispute resolution
provision nearly identical to Section 2.02, but it labeled the independent accountant
“an arbitrator.”45 Despite that label, the provision plainly limited the independent
accountant’s scope of authority to deciding only “the disputed matters identified in
the Objection Notice, not the parties’ dispute generally.”46 The Court observed
that narrow scope “is the essence of an Accountant True-Up Mechanism” and “is
consistent with an expert determination.”47 Other clues pointing to an expert
determination include the choice to designate an independent accountant as the
decisionmaker,48 and the absence of any reference to a set of arbitral rules or a
sponsoring organization.49

Here, Section 2.02(d) provides, in relevant part:
In the event Purchaser and the Seller Parties are unable to resolve the
disagreements raised in an Objection Notice within thirty (30) days
after timely delivery of such Objection Notice, Purchaser and the

44
Id.
45
ArchKey, 302 A.3d at 985.
46
Id. at 995.
47
Id. (citing Ray Beyond, 2019 WL 366614, at *6); see also Driven Intermediate Hldgs.,
Inc. v. Jimenez, 2026 WL 892029, at *4–5 (Del. Ch. Mar. 31, 2026) (concluding the
agreement’s dispute resolution provision was a ‘run-of-the-mill Accountant True-Up
Mechanism’ calling for an expert determination, despite its characterization of the
independent accountant as an ‘arbitrator’” (quoting ArchKey, 302 A.3d at 991–92, 995)).
48
ArchKey, 302 A.3d at 996 (“That choice strongly suggests an intent to rely on the
Independent Accountant’s subject matter expertise, which is consistent with an
Accountant True-Up Mechanism and inconsistent with legal arbitration.”); see also Ray
Beyond, 2019 WL 366614, at *8 (“Arbitration of legal issues arising in post-closing price
disputes is typically conducted by legal professionals. By contrast, the Settlement
Accountant is an independent accountant.” (footnotes omitted)).
49
ArchKey, 302 A.3d at 996.
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Seller Parties shall engage KPMG (or such other mutually agreeable
independent certified public accounting firm) (the “Accounting
Firm”) to resolve the issues that remain in dispute. The Accounting
Firm shall act as an expert (and not an arbitrator), shall consider
only the disagreements specified in the Objection Notice that are not
resolved pursuant to Agreed Adjustments, shall render a decision as to
such disagreements that is subject to, and in accordance with, the
terms and conditions of this Agreement without altering, modifying,
amending, adding to or subtracting from such terms and conditions,
and, in resolving any such disagreement, shall not assign a value to
any item greater than the greatest value for such item claimed by
either party or less than the smallest value for such item claimed by
either party . . . . [S]uch decision of the Accounting Firm, shall be
final and binding on the parties to this Agreement for purposes of this
Article II.50
The provision labels itself as an expert determination. And it operates as an
expert determination. It is a “run-of-the-mill” accountant true-up mechanism like
the one in ArchKey.51 And it confines KPMG’s mandate to “only the
disagreements specified in the Objection Notice”—here, the factual dispute over
net asset value.52 The provision does not grant KPMG the authority to “make
binding decisions on issues of law or legal claims, such as legal liability.” 53 Nor
does Section 2.02(d) make any reference to a set of arbitral rules or a sponsoring
organization who might supply one. In short, nothing in Section 2.02(d) indicates
the parties contracted for arbitration.
The plaintiffs’ treatment of KPMG’s determination as an arbitration award
does not rely on Section 2.02. They look to one line in KPMG’s Engagement
Letter that describes KPMG’s determination as an “award” subject to the FAA.54

50
APA § 2.02(d).
51
302 A.3d at 992.
52
APA § 2.02(d).
53
Cedres, 2024 WL 1435110, at *2 (citations omitted).
54
See Engagement Letter at 4.
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But our case law teaches that “labels are not dispositive.”55 In the next breath, the
Engagement Letter calls for KPMG to act “as a neutral expert (and not an
arbiter).”56 And the Engagement Letter describes the standard accountant true-up
mechanism laid out in Section 2.02(d). It calls for KPMG to resolve only the
“existing disagreements with respect to the balances included in the calculation of
Net Asset Value.”57 That limited mandate strongly signals an expert
58
determination. While the Engagement Letter details a set of procedural rules that
may sound in arbitration, including the opportunity for each side to present “Initial
Submissions” and “Rebuttal Statements,”59 ArchKey explains those submissions
are among the “standardized steps” in a typical accountant true-up mechanism.60
KPMG’s decision is an expert determination. Regardless of whether I grant
the plaintiffs’ motion to supplement their complaint, that conclusion compels
dismissal of the case for lack of subject matter jurisdiction.61 The plaintiffs’
original and proposed supplemental complaints both seek legal relief on legal
claims, and do not trigger this Court’s statutory subject matter jurisdiction to
confirm an arbitration award.62

55
Paul, 2024 WL 89643, at *10.
56
Engagement Letter at 1.
57
Id.
58
See ArchKey, 302 A.3d at 995.
59
Engagement Letter at 2–3.
60
See ArchKey, 302 A.3d at 991 (“During the dispute resolution phase, the parties tender
initial and rebuttal submissions with supporting documentation.”).
61
See Driven, 2026 WL 892029, at *5 (dismissing an application for confirmation of an
arbitration award under 10 Del. C. § 5713 for lack of subject matter jurisdiction
“[b]ecause the process was an expert determination”).
62
The plaintiffs’ proposed supplemental complaint asserts thirteen additional counts.
Counts I–V, VII, X–XI, and XV are breach of contract and indemnification claims
seeking damages. Counts VI and IX are conversion claims seeking damages. Count XII
asserts a violation of Delaware’s Computer Related Offenses Act, and seeks statutory
damages. Counts VIII and XIII are unjust enrichment claims seeking damages. And
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III. CONCLUSION

This matter is DISMISSED subject to transfer to the Superior Court under
10 Del. C. § 1902. The parties are responsible for filing a stipulated proposed
order and any notice of election.
Sincerely,

/s/ Morgan T. Zurn

Vice Chancellor

MTZ/ms

cc: All Counsel of Record, via File & ServeXpress

Count XIV is a promissory estoppel claim seeking an order compelling the defendants to
pay money. Each of these counts is a legal claim seeking a legal remedy. D.I. 28 Ex. 1.
This Court’s jurisdictional inquiry looks beyond “the plaintiff’s incantation of
magic words sounding in equity.” Savage v. Savage, 920 A.2d 403, 408 (Del. Ch.
2006) (internal quotation marks omitted) (quoting McMahon v. New Castle Assocs., 532
A.2d 601, 603 (Del. Ch. 1987)). A realistic assessment of the relief “actually sought” by
the plaintiffs confirms an adequate remedy exists at law. See Rapposelli v. Elder, 1977
WL 23821, at *1 (Del. Ch. Nov. 8, 1977).
The two unjust enrichment counts allege the plaintiffs “lack an adequate remedy at
law,” but seek only monetary relief in connection with breaches of the APA. See D.I. 28
Ex. 1 ¶¶ 226, 264. Count VIII, pled in the alternative, seeks to recover damages for a
breach of Section 1.02. See id. ¶ 227 (“Sellers have been damaged by Buyers’ use of
Sellers’ bank accounts in an amount to be proved at trial, which is not less than
$404,298.92.”). Count XIII seeks, in substance, to recover an overpayment amount owed
under Section 2.01 and damages for breaches of Sections 1.02 and 7.13. See id. ¶¶ 261
(“Buyers continued to use Mr. Terry’s licenses without paying the agreed amounts and
without replacing the Baldwin Chase Bond.”), 262 (“Sellers have incurred attorneys’
fees, expended resources, and dedicated hours of work addressing the wrongful use.”).
“These off-the-contract theories of recovery are legal, not equitable claims.” Crosse v.
BCBSD, Inc., 836 A.2d 492, 496–97 (Del. 2003) (citation omitted).