NB Alternatives Advisers LLC v. VAT Master Corp. ( 2023 )

COURT OF CHANCERY
OF THE
SAM GLASSCOCK III STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE
VICE CHANCELLOR 34 THE CIRCLE
GEORGETOWN, DELAWARE 19947
Date Submitted: November 29, 2023
Date Decided: December 8, 2023
Catherine G. Dearlove, Esquire Karen E. Keller, Esquire
Kevin M. Gallagher, Esquire Nathan R. Hoeschen, Esquire
Matthew W. Murphy, Esquire Emily S. DiBenedetto, Esquire
Caroline M. McDonough, Esquire SHAW KELLER LLP
RICHARDS, LAYTON & FINGER, P.A. I.M. Pei Building
One Rodney Square 1105 North Market Street, 12th Floor
920 North King Street Wilmington, DE 19801
Wilmington, DE 19801
Re: NB Alternatives Advisers LLC v. VAT Master Corp.,
C.A. No. 2022-0159-SG
Dear Counsel:
This matter seeks fees and costs in connection with a prior action1 in which
Plaintiffs, NB Alternatives Advisers LLC (as successor-in interest to Almanac
Realty Investors, LLC), Almanac Realty Securities V, LP, TW-ARS Corp., Matthew
Kaplan, Moreen R. McGurk (as Executor of the Estate of John McGurk), Justin
Hakimian, and Randall Guenther, sought injunctive relief to enforce a Delaware
forum selection clause in an operating agreement. Defendants, VAT Master
Corporation and VAT Master LP, moved to dismiss or stay this action as unripe, in
1
NB Alternatives Advisers LLC v. VAT Master Corp., 2021 WL 1998475 (Del. Ch. May 19,
2021).
light of proceedings in Wisconsin involving another, arguably overlapping,
agreement between the parties with a Wisconsin forum selection clause. I deferred
a decision on the motion pending the parties’ assistance in evaluating the issues in
Wisconsin. The Wisconsin appellate court has now entered a decision, clarifying
what is at stake in the Wisconsin action. I have reviewed the Wisconsin appellate
decision provided by the parties.2 I conclude that the ongoing Wisconsin litigation
is not determinative of the fee-shifting issue before me. Accordingly, I find this
matter is ripe for a decision. Please confer regarding the manner and timing of
submitting the matter for decision, and contact my assistant to set a scheduling
conference promptly.
To the extent the foregoing requires an Order to take effect, IT IS SO
ORDERED.
Sincerely,
/s/ Sam Glasscock III
Vice Chancellor
2
VAT Master Corp. v. Almanac Realty Sec. V, LP, 2023 WL 5967937 (Wis. App. Sept. 14,
2023).
2