Arclight Capital Partners, LLC v. Freepoint Commodities, LLC v. Lexington Ins. Co.

Opinion

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

ARCLIGHT CAPITAL PARTNERS, ) LLC; ARCLIGHT ENERGY ) PARTNERS FUND VI, L.P.; and ) LIMETREE BAY HOLDINGS, LLC, )

)

Plaintiffs, )

)

and )

)

FREEPOINT COMMODITIES LLC, )

)

Plaintiff-Intervenor, )

v. ) C.A. No. N24C-11-227 PRW ) CCLD LEXINGTON INSURANCE CO., )

)

Defendant. )

Upon The ArcLight Entities’ Motion for Reconsideration, DENIED.

Submitted: June 9, 2026 Decided: August 13, 2026

ORDER

HAVING FULLY CONSIDERED the ArcLight Entities’ Motion for

Reconsideration (D.I. 122) of the Court’s Memorandum Opinion (D.I. 119);

Lexington’s response thereto (D.I. 124); the ArcLight Entities’ reply (D.I. 127); the

authorities cited; and the entire record developed thus far, it appears to the Court

that:

(1) A motion for reconsideration under Civil Rule 59(e) allows the Court to

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reconsider its findings of fact, conclusions of law, or judgment.1 “Delaware law

places a heavy burden on a [party] seeking relief pursuant to Rule 59.” 2 Such a

motion will be denied unless it is shown that the Court has overlooked precedent or

legal principles that would have a controlling effect, or misapprehended the law or

the facts in a way that would affect the outcome of its earlier decision.3 Motions for

reconsideration should not be used to rehash arguments or issues already decided by

the Court.4 Nor are they instruments for raising new arguments.5 Upon its own

examination of a Rule 59(e) application, the Court “will determine from the motion

and answer whether reargument [or reconsideration] will be granted.”6

1 Super. Ct. Civ. R. 59(e); see Nicholson v. Sullivan, 1993 WL 542297, at *1 (Del. Dec. 6, 1993) (“A motion for reargument is the proper device for seeking reconsideration of the findings of fact and conclusions of law of the Superior Court.”); see also RGIS Int’l Transition HOLDCO, LLC v. Retail Servs. WIS Corp., 2025 WL 3516148, at *2 (Del. Super. Ct. Dec. 8, 2025) (same). 2 Weller v. Morris James LLP, 2020 WL 4208466, at *1 n.13 (Del. Super. Ct. July 22, 2020), aff’d, 249 A.3d 104 (Del. 2021) (quoting Kostyshyn v. Comm’rs of Bellefonte, 2007 WL 1241875, at *1 (Del. Super. Ct. Apr. 27, 2007)); see also Hichez v. Delmarva Power & Light Co., 2026 WL 2138389, at *1 (Del. Super. Ct. July 24, 2026) (“The moving party bears a heavy burden to demonstrate that the Court has overlooked a controlling precedent or legal principles, or the Court has misapprehended the law or facts such as would have changed the outcome of the underlying decision.”) (citations omitted). 3 Woodward v. Farm Family Cas. Ins. Co., 2001 WL 1456865, at *1 (Del. Super. Ct. Aug. 24, 2001); River Valley Ingredients, LLC v. Am. Proteins, Inc., 2025 WL 3091078, at *1 (Del. Super. Ct. Nov. 5, 2025). 4 Id.; TFI Tutti LLC v. Sono Am., Inc., 2025 WL 3688737, at *3 (Del. Super. Ct. Dec. 19, 2025), cert. denied, 2026 WL 560363 (Del. Super. Ct. Feb. 27, 2026), and appeal refused sub nom. Sono Int’l Co., Ltd. v. TFI Tutti LLC, 2026 WL 1134036 (Del. Apr. 27, 2026). 5 Maravilla-Diego v. MBM Construction II, LLC, 2015 WL 5055955, at *1 (Del. Super. Ct. Aug.

27, 2015) (citing cases); Surf’s Up Legacy Partners, LLC v. Virgin Fest, LLC, 2024 WL 3273427, at *1 (Del. Super. Ct. July 2, 2024). 6 Super. Ct. Civ. R. 59(e).

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(2) The ArcLight Entities fail to shoulder their burden here; the Court has not

misapprehended the facts in a way that would affect the outcome of its prior

decision.7

(3) The ArcLight Entities ask the Court to revisit its holding that LBH never

requested coverage from AIG and thus isn’t entitled to any costs under the Policy.8

They argue that tender was made on LBH’s behalf in a January 11, 2022 Letter to

Lexington seeking coverage under the Policy.9 Alternatively, they contend that the

complaint in this action served as tender for LBH.10

(4) On the first point, the Letter didn’t expressly or impliedly request tender

on LBH’s behalf. True, the Letter states that it was sent on behalf of “Limetree Bay

Refining, LLC and the other Limetree Bay companies identified as named insureds

in endorsement no. 3 of the captioned Policy.”11 And Policy Endorsement No. 3 lists

LBH as a “Named Insured.”12 But the Letter goes on to read that the “Limetree Bay

insureds” were confirming notice to AIG and defines the Limetree Bay insured as

“Limetree Bay Services, LLC, Limetree Bay Refining Holdings, LLC, Limetree Bay

7 Memorandum Opinion (D.I. 119); Arclight Capital Partners, LLC v. Lexington Ins. Co., 2026 WL 1383078 (Del. Super. Ct. May 18, 2026) 8 The ArcLight Entities’ Motion for Reconsideration of the May 18, 2026 Memorandum Opinion and Order [hereinafter “Motion”] at 1 (D.I. 122). 9 See generally id. at 2–5.

10 See generally id. at 5–7.

11 Smith Aff., Ex. B [hereinafter “Letter”] (D.I. 69).

12 Sugzda Aff., Ex. A (D.I. 68).

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Refining Holdings II, LLC, Limetree Bay Refining, LLC, Limetree Bay Refining

Operating, LLC, and Limetree Bay Refining Marketing, LLC.”13 This list doesn’t

include LBH. The Letter also predates LBH being sued in any of the underlying

lawsuits by about 13 months. Further, the Letter doesn’t state that any ArcLight

Entities were giving pre-claim notice.

(5) What’s more, given the Letter states it was sent on behalf of all ArcLight

Entities and then limits the actual request for coverage to already-sued ArcLight

Entities, the Letter explicitly didn’t seek coverage on behalf of the not-yet-sued

entities. The Letter only requested coverage on behalf of the ArcLight Entities that

had been sued at that point.14 And sophisticated counsel drafted the Letter.15 If

counsel intended for the Letter to serve as tender for all the ArcLight Entities, even

those that hadn’t been sued yet and were giving pre-claim notice, it would have

stated so in the Letter to AIG.16

13 Letter n.1.

14 The ArcLight Entities admit that the law firm that sent the Letter didn’t even represent LBH.

Motion at 3 n.3. So, the Letter wasn’t sent on LBH’s behalf and counsel had no authority to request coverage on LBH’s behalf. See, e.g., Ins. Co. of Pennsylvania v. Great N. Ins. Co., 43 F. Supp. 3d 76, 82 (D. Mass. 2014) (“Moreover, Progression did not authorize ISOP to tender the claim on Progression’s behalf. Without tender of the claim by or on behalf of its insured, Great Northern’s coverage obligations, along with its equitable contribution obligations, were never triggered.”); see also RESTATEMENT (THIRD) OF AGENCY § 1.01 (A.L.I. 2006) (“Agency is the fiduciary relationship that arises when one person (a ‘principal’) manifests assent to another person (an ‘agent’) that the agent shall act on the principal’s behalf and subject to the principal’s control, and the agent manifests assent or otherwise consents so to act.”). 15 See generally Letter.

16 See Sycamore Partners Mgmt., L.P. v. Endurance Am. Ins. Co., 2021 WL 4130631, at *16 (Del.

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(6) One more thing on this point, AIG didn’t state in its response to the Letter

that it was treating the Letter as tender for all insureds. The ArcLight Entities

highlight AIG’s November 3, 2023, letter, which stated that AIG “first received

notice of the potential claims against [LBT] by email and letter dated January 11,

2022.”17 Except the January Letter included the complaints to the underlying

lawsuits and LBT was a defendant in those lawsuits at the time of the January

Letter.18 LBH was not.

(7) For the second point, the ArcLight Entities can still assert that the

complaint in this litigation constituted notice to Lexington because that issue goes

beyond what the Memorandum Opinion ruled on. In its partial motion for summary

judgment, Lexington moved for summary judgment “on the issue of whether

Plaintiffs ArcLight Energy Partners Fund IV, L.P. and Limetree Bay Holdings, LLC

Super. Ct. Sept. 10, 2021) (interpreting letter demand sent by counsel based on its plain language). 17 The Motion at 4 (quoting Sugzda Aff., Ex. H at 9 (D.I. 68)).

18 See generally Sugzda Aff., Ex. H (recognizing that the Shirley, Cotton, and Charles complaints all listed LBT as a defendant initially); see also Kingshill Aff., Ex. A (D.I. 122) (dated before LBH became a defendant in the underlying lawsuits). To the extent that the Court is allowed to consider this new affidavit and exhibit that doesn’t seem to be in the summary judgment record, the correspondence never says that the January Letter constituted tender for not-yet-sued entities and expressly recognizes that the Letter didn’t make a claim for Pre-Claim Circumstances. Kingshill Aff., Ex. A at 7 n.4; see also Gary Realty Co. v. Dudek, 1980 WL 318318, at *3 n.8 (Del. Super. Ct. June 10, 1980) (“This Court has ruled that for filing time purposes where the moving party seeks to argue only legal issues and not to present new evidence, the motion will be considered a motion for reargument. Since the plaintiffs in the instant case sought a new trial in part for the purpose of introducing new evidence, the motion was properly classified as a Rule 59(a) motion for new trial.”) (citations omitted). Also, a motion for reargument or reconsideration is “not a vehicle . . . to present new [arguments].” Gregory M. Raiff 2000 Tr. v. Jenzabar, Inc., 2026 WL 1861372, at *1 (Del. Ch. June 26, 2026).

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(together, the ‘ArcLight Plaintiffs’) may recover defense costs incurred prior to

being named as defendants in the relevant underlying actions and requesting a

defense from Lexington on January 25, 2024.”19 Lexington’s motion covered only

this period, and the ArcLight Entities’ motion for partial summary judgment doesn’t

limit the purview of Lexington’s motion, as both motions are considered separately.20

Likewise, the ArcLight Entities cannot use this Motion to expand the Memorandum

Opinion’s scope. Because the ArcLight Entities filed21 their complaint in this action

on November 22, 2024, the issue of the complaint triggering notice is beyond the

Memorandum Opinion’s ambit.22

(8) Consequently, the ArcLight Entities have failed to show that the Court

misapprehended the facts in the Memorandum Opinion. The Letter doesn’t include

an express or implicit request for coverage from LBH. Still, the Court’s

Memorandum Opinion covered only the period until January 25, 2024. So, the

ArcLight Entities can aver that the complaint constituted tender on behalf of LBH

as the Court didn’t rule on that issue.

19 Lexington Cross-Mot. for Partial Summ. J. regarding Pre-Tender Defense Costs (D.I. 72).

20 Arclight Capital Partners, LLC, 2026 WL 1383078, at *15 (Del. Super. Ct. May 18, 2026).

21 D.I. 1.

22 To clarify, the Memorandum Opinion’s holding that LBH never requested coverage applies up to January 25, 2024, because that was the scope of Lexington’s motion. This is why “no party briefed the issue of whether the Complaint constituted tender in the briefing leading up to the Order.” ArcLight Reply at 5 (D.I. 127).

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Accordingly, IT IS HEREBY ORDERED that the ArcLight Entities’ Motion

for Reconsideration is DENIED.

/s/ Paul R. Wallace

______________________________

Paul R. Wallace, Judge

Original to Prothonotary cc: All Counsel via File and Serve