Joseph M. Miller v. Twenty Lake Holdings LLC

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE LORI W. WILL LEONARD L. WILLIAMS JUSTICE CENTER VICE CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734 August 3, 2026

Kurt M. Heyman, Esquire Matthew F. Davis, Esquire Emily A. Letcher, Esquire Ellis H. Huff, Esquire Heyman Enerio Gattuso & Hirzel LLP Nina N. Monzack, Esquire 222 Delaware Avenue, Suite 900 Potter Anderson & Corroon LLP Wilmington, Delaware 19801 1313 North Market Street, 6th Floor Wilmington, Delaware 19801

RE: Joseph M. Miller v. Twenty Lake Holdings LLC et al., C.A. No. 2025-0010-LWW

Dear Counsel:

I have reviewed the defendants’ letter seeking leave to file a motion for

partial summary judgment, along with the plaintiff’s response letter.1 The

defendants’ request is denied.

“There is no ‘right’ to a summary judgment.”2 “[T]he court may, in its

discretion, deny summary judgment if it decides upon a preliminary examination

of the facts presented that it is desirable to inquire into and develop the facts more

thoroughly at trial in order to clarify the law or its application.”3 That is the case

1 Letter Regarding Leave to File Summ. J. Mot. (Dkt. 134) (“Defs.’ Request”); Letter in Opp’n to Defs.’ Request for Leave to File Mot. for Summ. J. (Dkt. 136) (“Pl.’s Response”). 2 Telxon Corp. v. Meyerson, 802 A.2d 257, 262 (Del. 2002) (citation omitted).

3 In re El Paso Pipeline P’rs, L.P. Deriv. Litig., 2014 WL 2768782, at *9 (Del. Ch. June 12, 2014).

C.A. No. 2025-0010-LWW August 3, 2026 Page 2 of 3

here because the matters on which the defendants wish to move for summary

judgment are unsuitable for resolution on the papers.

The parties dispute whether the defendants breached certain limited liability

company agreements when calculating the “Book Value” of the plaintiff’s equity.

The defendants assert that the contractual definition of Book Value gives the

managing member absolute discretion to set the mark-to-market value.4 The

plaintiff contends that this discretion is constrained by the requirement that the

mark be set “in accordance with [the] valuation processes currently utilized.”5

The plaintiff points to record evidence—including deposition testimony and

the application of “haircuts” across the portfolio—suggesting that the managing

member abandoned ordinary-course methodologies in favor of an approach

designed to depress the plaintiff’s buyout price.6 The defendants counter that their

process incorporated objective market factors consistent with the managing

member’s historical approach, and that the valuation process inherently involved

subjective judgment.7 Resolving these issues will require the court to assess

4 Defs.’ Request 2-3.

5 Pl.’s Response 4.

6 Id. at 3-5.

7 Defs.’ Request 4.

C.A. No. 2025-0010-LWW August 3, 2026 Page 3 of 3

credibility and weigh competing valuation evidence, which cannot be done on

summary judgment. 8

Furthermore, the plaintiff’s claim for breach of the implied covenant of good

faith and fair dealing is set to be tried in September. Because the implied covenant

claim arises from the same factual nucleus as the express contract claim, permitting

the defendants to move for partial summary judgment will not meaningfully

streamline the presentation of evidence. Proceeding with summary judgment

briefing is “apt to waste, rather than conserve, the resources of the parties and the

court.”9

Accordingly, it is most efficient to proceed to trial as scheduled. IT IS SO

ORDERED.

Sincerely yours,

/s/ Lori W. Will

Lori W. Will Vice Chancellor

8 See Cerberus Int’l, Ltd. v. Apollo Mgmt., L.P., 794 A.2d 1141, 1150 (Del. 2002) (explaining that summary judgment is “inappropriate” when a “matter depends to any material extent upon a determination of credibility”). 9 Orloff v. Shulman, 2007 WL 1862742, at *1 (Del. Ch. June 20, 2007).