Bunting Macks LLC v. D.R. Horton, Inc. - New Jersey

CourtCourt of Chancery of Delaware
DecidedAugust 6, 2025
DocketC.A. No. 2025-0272-BWD
StatusPublished

This text of Bunting Macks LLC v. D.R. Horton, Inc. - New Jersey (Bunting Macks LLC v. D.R. Horton, Inc. - New Jersey) is published on Counsel Stack Legal Research, covering Court of Chancery of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bunting Macks LLC v. D.R. Horton, Inc. - New Jersey, (Del. Ct. App. 2025).

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DE 19947

Date Submitted: June 18, 2025 Date Decided: August 6, 2025

Sean A. Meluney, Esq. David E. Wilks, Esq. William M. Alleman, Jr., Esq. D. Charles Vavala, III, Esq. Meluney Alleman & Spence, LLC Anna L. Fiscella, Esq. 1143 Savannah Road, Suite 3-A Wilks Law, LLC Lewes, DE 19958 4250 Lancaster Pike, Suite 200 Wilmington, DE 19805

RE: Bunting Macks LLC v. D.R. Horton, Inc. – New Jersey, C.A. No. 2025-0272-BWD

Dear Counsel:

Plaintiff Bunting Macks LLC (“Bunting Macks”) seeks to exercise self-help

rights under a joint development and reciprocal easement agreement. Bunting

Macks claims it is entitled to install a sewer forcemain under real property owned

by defendant D.R. Horton, Inc. – New Jersey (“Horton”). Bunting Macks wishes to

install a forcemain that is ten inches in diameter, but Horton contends that the parties’

agreement requires installation of a forcemain only six inches in diameter. This

letter opinion concludes that, under the agreement, the parties’ dispute must be

arbitrated. Bunting Macks LLC v. D.R. Horton, Inc. – New Jersey, C.A. No. 2025-0272-BWD August 6, 2025 Page 2 of 16

I. BACKGROUND

A. The Purchase Agreement

This case represents the latest installment in ongoing litigation between

Bunting Macks and Horton over the development of real property in Selbyville,

Delaware. In 2021, Bunting Macks and Horton entered into a land purchase contract

(the “Purchase Agreement”) under which Horton agreed to purchase, and Bunting

Macks agreed to sell, real property (the “Property”) to be developed into a residential

community called “Coastal Villages.” Verified Compl. [hereinafter Compl.] ¶ 4,

Dkt. 1.

The Purchase Agreement governed the purchase of the Property in four

phases. Id. On May 3, 2022, Bunting Macks and Horton closed on Phase 1. Id.

¶ 14. The same day, Bunting Macks and Horton entered into a joint development

and reciprocal easement agreement (the “REA”) to govern the development of

Phases 1 through 4. See id., Ex. 3 [hereinafter REA].

On January 29, 2024, Horton filed an action in this Court, alleging that

Bunting Macks had breached the Purchase Agreement and seeking an order

compelling Bunting Macks to specifically perform its obligations under the Purchase

Agreement to sell the Phase 2 property “with all contingencies, representations, and

warranties met and with all contractually required approvals.” D.R. Horton, Inc. – Bunting Macks LLC v. D.R. Horton, Inc. – New Jersey, C.A. No. 2025-0272-BWD August 6, 2025 Page 3 of 16

N.J. v. Bunting Macks LLC, 2024 WL 4870606, at *2 n.13 (Del. Ch. Nov. 22, 2024);

see D.R. Horton, Inc. – N.J. v. Bunting Macks LLC, 2024 WL 3045169, at *4 (Del.

Ch. June 18, 2024) [hereinafter Horton I], exceptions denied, 2024 WL 4870606

(Del. Ch. Nov. 22, 2024). On June 18, I issued a final report, later adopted as an

order of the Court, concluding that the remedy of specific performance was no longer

available to Horton after it elected not to exercise its contractual right to extend the

outside closing date under the Purchase Agreement. Horton I, 2024 WL 3045169,

at *1. As a result of that ruling, Horton owns Phase 1 but Bunting Macks still owns

Phases 2 through 4.

B. The REA The present dispute concerns Bunting Macks’ rights under the REA to install

a sewer forcemain under Phase 1 for the benefit of Phases 2 through 4. Compl.

¶¶ 58–71. In short, under the REA, the parties agreed that the owner of Phase 1—

Horton—would construct a forcemain to service the Coastal Villages community,

while the owner of Phase 2—Bunting Macks—would construct a pump station to tie

into the forcemain. Eventually, the forcemain and pump station will be dedicated to

the Town of Selbyville (the “Town”).1

1 The REA contemplates that “the [c]ommon [r]oadways, [f]orcemain and the water and sewer lines will eventually be transferred to the Town of Selbyville.” REA § 3.1. Bunting Macks LLC v. D.R. Horton, Inc. – New Jersey, C.A. No. 2025-0272-BWD August 6, 2025 Page 4 of 16

Section 2.7.1.1 of the REA states that “the Owner of Phase 1 [i.e., Horton] is

required to construct, at such Owner’s cost, the Forcemain,2 as located in Phase 1

. . . .” REA § 2.7.1.1. Under Section 2.9 of the REA,

Until such time as the Forcemain has been publicly dedicated, Horton grants and conveys to the Owner of Phases 2-4, for the benefit of Phases 2-4, a perpetual easement to tie-in to and use the Forcemain to be constructed on Phase 1 in accordance with the Final Phase 1 Plan, provided such rights to tie-in and use of the Forcemain infrastructure shall be in accordance with the Final Phase 2-4 Plans.3 Id. § 2.9. Section 2.7.1.1 of the REA further states that: In the event that the Owner of Phase 1 fails to construct the Forcemain . . . in accordance with the approved Final Phase 1 Plan on or before the later of (i) May 3, 2024, and (ii) the date on which the [Purchase Agreement] terminates with respect to Phase 2, Phase 3 and/or Phase 4, the Owner(s) of Phases 2-4 shall have the right to complete the construction of the Forcemain . . . in accordance with the approved Final Phase 1 Plan, in accordance with the self-help provisions set forth herein. Id. § 2.7.1.1. Article 7 of the REA sets out the “self-help provisions.” Section 7.1(a)

of the REA states that:

If, subject to any Unavoidable Delays, as defined in Section 7.2, any Owner (hereinafter the “Defaulting Owner”) shall fail to perform or

2 The REA defines “Forcemain” to mean “the forcemain sewer pipe as shown on the Final Phase 1 Plan.” REA § 1.1(m). “Final Phase 1 Plan” refers to “the Coastal Villages Phase I Record Plan recorded in the Recorder’s Office . . . in Plat Book 367, Page 76.” Id. at 1. 3 “Final Phase 2-4 Plans” means “the finally approved site development plans for Phases 2, 3, and 4, as approved by the applicable Governmental Authority, which plans may either be simultaneously approved or approved sequentially following the date hereof.” REA § 1.1(l). Bunting Macks LLC v. D.R. Horton, Inc. – New Jersey, C.A. No. 2025-0272-BWD August 6, 2025 Page 5 of 16

abide by any of the provisions, covenants or conditions of the Self Help Designated Sections4 of this Agreement on its part to be performed at the time and in the manner herein provided for the performance thereof or such Defaulting Owner, in respect of any Sections of this Agreement which requires the diligent pursuance of a course of conduct or a course of work, fails to pursue the same diligently, then in either such event, any other Owner, after thirty (30) business days’ notice to the Defaulting Owner, shall have the right, but shall in no event be obligated, to proceed to take such action or make such payment as shall be necessary to cure such default (unless within such period the Defaulting Owner shall cure such default, or in the case of a default which by its nature cannot be cured within such period, the Defaulting Owner shall take such action as is reasonably calculated to commence the curing thereof, and thereafter shall diligently prosecute the curing thereof to completion), all in the name of and for the account of the Defaulting Owner. . . . Prior to any Owner exercising the rights granted in this Section 7.1(a), the Owner intending to exercise such rights shall first provide the Owner upon whose Phase such rights are intended to be exercised with a certificate of insurance.

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