Invenergy Renewables LLC v. Leaf Invenergy Company

• Court: Supreme Court of Delaware
• Decided: September 19, 2019
• Docket: 293, 2019
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

INVENERGY RENEWABLES LLC, § a Delaware limited liability company, § No. 293, 2019 § Defendant Below-Appellant/ § Court Below—Court of Chancery § of the State of Delaware v. § § C.A. No. 11830 LEAF INVENERGY COMPANY, § a Cayman Islands exempt limited § liability company, § § Plaintiff Below-Appellee/ § Cross-Appellant. §

Submitted: September 18, 2019 Decided: September 19, 2019

Before VAUGHN, SEITZ, and TRAYNOR, Justices.

ORDER

(1) This expedited appeal follows our recent opinion in Leaf Invenergy v.

Invenergy1 (Leaf I). In Leaf I, we concluded that Invenergy breached the terms of

the LLC agreement it had with one of its investors—Leaf Invenergy (“Leaf”)—by

conducting a “Material Partial Sale” without redeeming Leaf for a contractually

defined “Target Multiple.” We held that “Leaf is entitled to damages in the amount

of the Target Multiple on the condition that Leaf surrenders its membership interest

in Invenergy”2 and remanded the case to the Court of Chancery.

1 210 A.3d 688 (Del. 2019). 2 Id. at 704. (2) After our remand, the Court of Chancery entered a final judgment and

order that included prejudgment interest from December 15, 2015, the closing date

of the aforementioned Material Partial Sale. Invenergy appeals the calculation of

prejudgment interest, which amounts to nearly $30 million.

(3) “A party is entitled to prejudgment interest running from the date

payment is due. The determination of the date when payment is due is a matter of

law subject to plenary review.”3

(4) Invenergy argues that prejudgment interest should not have been

calculated from December 15, 2015 but rather from June 20, 2018, because on that

date, Leaf surrendered its membership interest to Invenergy via a redemption

agreement4 and, as mentioned, our opinion in Leaf I awarded damages “on the

condition that Leaf surrenders its membership interest.”

(5) We disagree with Invenergy. “Where . . . the underlying obligation to

make payment arises ex contractu, we look to the contract itself to determine when

interest should begin to accrue.” 5 Under the LLC agreement, which is the relevant

contract here, Leaf was entitled to the Target Multiple when Invenergy closed the

TerraForm deal, which occurred on December 15, 2015.

3 Hercules, Inc. v. AIU Ins. Co., 784 A.2d 481, 508 (Del. 2001). 4 Although the parties executed this agreement before the submission date of Leaf I, the parties did not appear to have made this agreement a part of the appellate record in Leaf I. 5 Citadel Holding Corp. v. Roven, 603 A.2d 818, 826 (Del. 1992).

2 (6) Contrary to what Invenergy’s argument suggests, it was not our opinion

that ultimately entitled Leaf to the Target Multiple. Rather, what entitled Leaf to the

Target Multiple was the LLC agreement and Invenergy’s undertaking of a Material

Partial Sale that triggered the contractual provisions we interpreted in Leaf I. And

because Leaf’s contractual right to the Target Multiple was not contingent upon a

prior unconditional surrender of its membership interests, neither does Leaf’s

prejudgment failure-to-surrender diminish Leaf’s right to prejudgment interest on

damages for an undisputed counterparty breach. That we required Leaf to surrender

its membership interest is nothing more than a judicial effort to enforce the terms of

the parties’ agreement, which provided that payment of the Target Multiple would

redeem Leaf’s interests.

(7) Leaf’s informal request for fees is denied. “Although we have authority

under Supreme Court Rule 20(f) to award attorneys’ fees in the case of a frivolous

appeal, we will not consider an informal request in the absence of a formal motion

made and presented in accordance with the Supreme Court Rules.” 6

NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of

Chancery is AFFIRMED.

BY THE COURT:

/s/ Gary F. Traynor Justice

6 Glanden v. Quirk, 128 A.3d 994, 1006 (Del. 2015).