COURT OF CHANCERY OF THE STATE OF DELAWARE KATHALEEN ST. JUDE MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
December 11, 2025
Bruce E. Jameson Eric A. Veres J. Clayton Athey S. Michael Blochberger John G. Day Abrams & Bayliss LLP Christine N. Chappelear 20 Montchanin Road, Suite 200 Prickett, Jones & Elliott, P.A. Wilmington, Delaware 19807 1310 North King Street Wilmington, Delaware 19801
Mary S. Thomas Thomas Law LLC 1521 Concord Pike, Suite 301 Wilmington, DE 19803 (302) 647-1203
Re: Kuramo Capital Management, LLC, et al. v. Seruma, et al., C.A. No. 2021-0323-KSJM
Dear Counsel:
This case arises from a dispute over the parties’ relative ownership interests
of entities formed to hold interests in a palm oil production company, Plantations et
Huileries de Congo SA (“PHC”), which is located and minority owned by the
Democratic Republic of Congo (“DRC”). Defendant Larry Seruma managed and held
interests in the entities at issue. The plaintiffs, referred to collectively as “Kuramo,”
filed suit in April 2021 claiming that Seruma and his affiliates, referred to as the
“Nile Parties,” breached fiduciary duties owed to Kuramo.1 Kuramo took aim at a
1 Other terms have the meaning ascribed to them in the Post-Trial Memorandum
Opinion. Dkt. 308, Kuramo Cap. Mgmt., LLC v. Seruma, 2024 WL 1888216 (Del. Ch. Apr. 30, 2024). C.A. No. 2021-0323-KSJM December 11, 2025 Page 2 of 10
host of Seruma’s actions, but primarily challenged a restructuring transaction that
Seruma orchestrated to purportedly acquire a majority interest in PHC.
The court issued a long Post-Trial Memorandum Opinion (the “Opinion”) in
April 2024.2 The Opinion found that Seruma breached his duty of loyalty.3 The
Opinion also granted the parties leave to submit letters identifying any unaddressed
arguments or claims.4 The court issued a Letter Decision on September 6, 2024,
addressing most of the remaining arguments.5 As of the Letter Decision, the only
remaining issue concerned remedies.
To close this case, Kuramo requests an in-kind redemption of its investments
in PHC and GenAfrica investments.6 The briefing on remedies spawned motions to
strike and intervene.7 This decision determines the appropriate remedy and the two
attendant motions.
The court assumes knowledge of the background of this action.8 As a quick
reminder, the court found that Seruma breached his fiduciary duties as follows:
• Seruma attempted a corporate coup of PHC. After Kuramo refused to appoint Seruma as director general of PHC, Seruma took matters into his own hands.9 Waiting until Kuramo’s principals traveled hundreds
2 Kuramo, 2024 WL 1888216.
3 Id. at *41.
4 Id. at *43.
5 Dkt. 318 (Letter Decision).
6 Dkt. 323 (Kuramo’s Suppl. Post-Trial Opening Br.) at 2.
7 Dkts. 328, 333.
8 See Kuramo, 2024 WL 1888216.
9 Id. at *12. C.A. No. 2021-0323-KSJM December 11, 2025 Page 3 of 10
of miles away, under the guise of “risk management,” and with one-day notice, Seruma scheduled an emergency board meeting to elect a new director general.10
• To stack his election odds, Seruma sent unsigned resignations letters from two board members to the chairman.11 He then purported to install replacements.12 Ultimately, he failed to install himself as director general.13 Undeterred, he remained in the DRC to try to seize control of PHC.14
• Separately, Seruma attempted to transfer the majority the parties’ investment in PHC to himself. Through a series of deceptive maneuvers, he grew his 1 percent minority interest to a controlling stake.15
• To execute his scheme, Seruma lied to Kuramo and secretly contributed his interest in Ugandan farmland into the entity holding PHC.16 This diluted Kuramo’s interests and increased Seruma’s.17
• Seruma next advanced a theory, without supporting evidence, that Kuramo agreed to a 60/40 split of an entity formed to help restructure PHC’s debts, KN Agri.18 And according to Seruma, because Kuramo failed to fund and convert a bridge loan, they forfeited their interests in the entity.19
10 Id.
11 Id. at *13.
12 Id.
13 Id.
14 Id.
15 Id. at *14.
16 Id. at *14–17.
17 Id. at *15.
18 Id. at *20.
19 Id. at *19, 30. C.A. No. 2021-0323-KSJM December 11, 2025 Page 4 of 10
• At trial, the court found no evidence that Kuramo refused to fund the bridge loan20 and that Kuramo owned 97% (not 40%) of KN Agri.21
• Meanwhile, PHC lenders declined to work with Seruma,22 who failed the lenders’ know-your-customer review.23
A. The In-Kind Redemption
In 1939, the Delaware Supreme Court explained equitable remedies for
fiduciary breaches:
The rule, inveterate and uncompromising in its rigidity, does not rest upon the narrow ground of injury or damage to the corporation resulting from a betrayal of confidence, but upon a broader foundation of a wise public policy that, for the purpose of removing all temptation, extinguishes all possibility of profit flowing from a breach of the confidence imposed by the fiduciary relation.24
As this passage reflects, “Delaware law dictates that the scope of recovery for a breach
of the duty of loyalty is not to be determined narrowly.”25 “Once disloyalty has been
established, the standards. . . require that a fiduciary not profit personally from his
conduct, and that the beneficiary not be harmed by such conduct.”26 Additionally,
20 Id. at *22.
21 Id. at *20–21.
22 Id. at *22.
23 Id. at *22–23.
24 Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. 1939).
25 Thorpe by Castleman v. CERBCO, Inc., 676 A.2d 436, 445 (Del. 1996).
26 Id. C.A. No. 2021-0323-KSJM December 11, 2025 Page 5 of 10
“courts will not construe a contract as taking away a common law remedy unless that
result is imperatively required.”27
Kuramo requests an in-kind redemption of the parties’ investments in PHC
and GenAfrica investments.28 According to Kuramo, this request would clear the
cloud of title that Seruma has placed over the investments, and allow Kuramo to
realize the value of their PHC and GenAfrica investments.29 Kuramo also raises
concerns with the alternative—a sale process—that would further delay resolution,
and empower and reward a faithless fiduciary.30 In the latest round of briefing,
Kuramo makes a compelling argument that the equities strongly favor an in-kind
redemption.31
27 Gotham P’rs, L.P. v. Hallwood Realty P’rs, L.P., 817 A.2d 160, 176 (Del. 2002)
(internal quotation marks omitted) (quoting 17A Am.Jur.2d Contracts § 727 (1991)). 28 Kuramo’s Suppl. Post-Trial Opening Brief at 2.
29 Id. at 8–10.
30 Id. at 5–8. During oral argument, the Nile Parties belatedly proposed a custodian- led sale as an alternative to a Seruma-led sale or an in-kind redemption. Dkt. 351 (9/16/25 H’rg Tr.), at 46:3–12. The Nile Parties waived this request by failing to brief it despite multiple opportunities. See Dkts. 322 (The Nile Parties’ Supplemental Post-Trial Br.), 326 (The Nile Parties’ Supplemental Answering Br.); Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are deemed waived.”).
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COURT OF CHANCERY OF THE STATE OF DELAWARE KATHALEEN ST. JUDE MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734
December 11, 2025
Bruce E. Jameson Eric A. Veres J. Clayton Athey S. Michael Blochberger John G. Day Abrams & Bayliss LLP Christine N. Chappelear 20 Montchanin Road, Suite 200 Prickett, Jones & Elliott, P.A. Wilmington, Delaware 19807 1310 North King Street Wilmington, Delaware 19801
Mary S. Thomas Thomas Law LLC 1521 Concord Pike, Suite 301 Wilmington, DE 19803 (302) 647-1203
Re: Kuramo Capital Management, LLC, et al. v. Seruma, et al., C.A. No. 2021-0323-KSJM
Dear Counsel:
This case arises from a dispute over the parties’ relative ownership interests
of entities formed to hold interests in a palm oil production company, Plantations et
Huileries de Congo SA (“PHC”), which is located and minority owned by the
Democratic Republic of Congo (“DRC”). Defendant Larry Seruma managed and held
interests in the entities at issue. The plaintiffs, referred to collectively as “Kuramo,”
filed suit in April 2021 claiming that Seruma and his affiliates, referred to as the
“Nile Parties,” breached fiduciary duties owed to Kuramo.1 Kuramo took aim at a
1 Other terms have the meaning ascribed to them in the Post-Trial Memorandum
Opinion. Dkt. 308, Kuramo Cap. Mgmt., LLC v. Seruma, 2024 WL 1888216 (Del. Ch. Apr. 30, 2024). C.A. No. 2021-0323-KSJM December 11, 2025 Page 2 of 10
host of Seruma’s actions, but primarily challenged a restructuring transaction that
Seruma orchestrated to purportedly acquire a majority interest in PHC.
The court issued a long Post-Trial Memorandum Opinion (the “Opinion”) in
April 2024.2 The Opinion found that Seruma breached his duty of loyalty.3 The
Opinion also granted the parties leave to submit letters identifying any unaddressed
arguments or claims.4 The court issued a Letter Decision on September 6, 2024,
addressing most of the remaining arguments.5 As of the Letter Decision, the only
remaining issue concerned remedies.
To close this case, Kuramo requests an in-kind redemption of its investments
in PHC and GenAfrica investments.6 The briefing on remedies spawned motions to
strike and intervene.7 This decision determines the appropriate remedy and the two
attendant motions.
The court assumes knowledge of the background of this action.8 As a quick
reminder, the court found that Seruma breached his fiduciary duties as follows:
• Seruma attempted a corporate coup of PHC. After Kuramo refused to appoint Seruma as director general of PHC, Seruma took matters into his own hands.9 Waiting until Kuramo’s principals traveled hundreds
2 Kuramo, 2024 WL 1888216.
3 Id. at *41.
4 Id. at *43.
5 Dkt. 318 (Letter Decision).
6 Dkt. 323 (Kuramo’s Suppl. Post-Trial Opening Br.) at 2.
7 Dkts. 328, 333.
8 See Kuramo, 2024 WL 1888216.
9 Id. at *12. C.A. No. 2021-0323-KSJM December 11, 2025 Page 3 of 10
of miles away, under the guise of “risk management,” and with one-day notice, Seruma scheduled an emergency board meeting to elect a new director general.10
• To stack his election odds, Seruma sent unsigned resignations letters from two board members to the chairman.11 He then purported to install replacements.12 Ultimately, he failed to install himself as director general.13 Undeterred, he remained in the DRC to try to seize control of PHC.14
• Separately, Seruma attempted to transfer the majority the parties’ investment in PHC to himself. Through a series of deceptive maneuvers, he grew his 1 percent minority interest to a controlling stake.15
• To execute his scheme, Seruma lied to Kuramo and secretly contributed his interest in Ugandan farmland into the entity holding PHC.16 This diluted Kuramo’s interests and increased Seruma’s.17
• Seruma next advanced a theory, without supporting evidence, that Kuramo agreed to a 60/40 split of an entity formed to help restructure PHC’s debts, KN Agri.18 And according to Seruma, because Kuramo failed to fund and convert a bridge loan, they forfeited their interests in the entity.19
10 Id.
11 Id. at *13.
12 Id.
13 Id.
14 Id.
15 Id. at *14.
16 Id. at *14–17.
17 Id. at *15.
18 Id. at *20.
19 Id. at *19, 30. C.A. No. 2021-0323-KSJM December 11, 2025 Page 4 of 10
• At trial, the court found no evidence that Kuramo refused to fund the bridge loan20 and that Kuramo owned 97% (not 40%) of KN Agri.21
• Meanwhile, PHC lenders declined to work with Seruma,22 who failed the lenders’ know-your-customer review.23
A. The In-Kind Redemption
In 1939, the Delaware Supreme Court explained equitable remedies for
fiduciary breaches:
The rule, inveterate and uncompromising in its rigidity, does not rest upon the narrow ground of injury or damage to the corporation resulting from a betrayal of confidence, but upon a broader foundation of a wise public policy that, for the purpose of removing all temptation, extinguishes all possibility of profit flowing from a breach of the confidence imposed by the fiduciary relation.24
As this passage reflects, “Delaware law dictates that the scope of recovery for a breach
of the duty of loyalty is not to be determined narrowly.”25 “Once disloyalty has been
established, the standards. . . require that a fiduciary not profit personally from his
conduct, and that the beneficiary not be harmed by such conduct.”26 Additionally,
20 Id. at *22.
21 Id. at *20–21.
22 Id. at *22.
23 Id. at *22–23.
24 Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. 1939).
25 Thorpe by Castleman v. CERBCO, Inc., 676 A.2d 436, 445 (Del. 1996).
26 Id. C.A. No. 2021-0323-KSJM December 11, 2025 Page 5 of 10
“courts will not construe a contract as taking away a common law remedy unless that
result is imperatively required.”27
Kuramo requests an in-kind redemption of the parties’ investments in PHC
and GenAfrica investments.28 According to Kuramo, this request would clear the
cloud of title that Seruma has placed over the investments, and allow Kuramo to
realize the value of their PHC and GenAfrica investments.29 Kuramo also raises
concerns with the alternative—a sale process—that would further delay resolution,
and empower and reward a faithless fiduciary.30 In the latest round of briefing,
Kuramo makes a compelling argument that the equities strongly favor an in-kind
redemption.31
27 Gotham P’rs, L.P. v. Hallwood Realty P’rs, L.P., 817 A.2d 160, 176 (Del. 2002)
(internal quotation marks omitted) (quoting 17A Am.Jur.2d Contracts § 727 (1991)). 28 Kuramo’s Suppl. Post-Trial Opening Brief at 2.
29 Id. at 8–10.
30 Id. at 5–8. During oral argument, the Nile Parties belatedly proposed a custodian- led sale as an alternative to a Seruma-led sale or an in-kind redemption. Dkt. 351 (9/16/25 H’rg Tr.), at 46:3–12. The Nile Parties waived this request by failing to brief it despite multiple opportunities. See Dkts. 322 (The Nile Parties’ Supplemental Post-Trial Br.), 326 (The Nile Parties’ Supplemental Answering Br.); Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are deemed waived.”). Although a custodian-led sale would eliminate some of the process concerns raised by Kuramo, it would not address them all. The bottom line is that the one person who benefits from a sale, not an in-kind redemption, is Seruma. For reasons discussed below, it is not appropriate to give Seruma the benefit of a remedy given the court’s findings. 31 See Kuramo’s Supplemental Post-Trial Br. at 3–13. C.A. No. 2021-0323-KSJM December 11, 2025 Page 6 of 10
The Nile Parties dispute Kuramo’s entitlement to an in-kind redemption based
on their interpretation of the LLC Agreements.32 They first point to Section 18-605
of the Delaware LLC Act, which provides that “[e]xcept as provided in a limited
liability company agreement, a member . . . has no right to demand and receive any
distribution from a limited liability company in any form other than cash.” 33 Nile
argues that because the LLC Agreements at issue do not provide for an in-kind
distribution, Kuramo cannot request one as a remedy for Seruma’s breach of fiduciary
duties.34
The Opinion and Letter Decision already revealed the flaw in the Nile Parties’
argument.35 As I stated in the Opinion, “[o]nce a fiduciary breach has been
established, this court’s powers are complete to fashion any form of equitable and
monetary relief as may be appropriate.”36 As I noted in the Letter Decision,
“Delaware law dictates that the scope of recovery for a breach of the duty of loyalty is
not to be determined narrowly.”37 Without contractual support, one party cannot
demand an in-kind redemption when another breaches their fiduciary duty. But a
32 See The Nile Parties’ Suppl. Post-Trial Answering Br. at 5–10.
33 Id. at 4 (citing 6 Del. C. § 18-605).
34 Id. at 6–10.
35See Letter Decision at 2–4 (discussing the parties’ contracts and this court’s equitable powers). 36 Kuramo, 2024 WL 1888216, at *41 (quoting In re Dole Food Co., Inc S’holder Litig.,
2015 WL 5052214, at *44 (Del. Ch. Aug. 27, 2015) (citation modified)). 37 Letter Decision at 4 (quoting Thorpe, 676 A.2d at 445). C.A. No. 2021-0323-KSJM December 11, 2025 Page 7 of 10
court can. The LLC Agreements are silent as to appropriate remedies for a fiduciary
breach.38 And “even if a contract specifies a remedy for breach of that contract, a
contractual remedy cannot be read as exclusive of all other remedies if it lacks the
requisite expression of exclusivity.”39
The LLC Agreements do not foreclose Kuramo’s preferred remedy here. Those
agreements contemplate specific procedures for when and how Kuramo can withdraw
funds, but those procedures do not explicitly prevent in-kind redemptions.40 Nor do
they address in-kind redemptions as a remedy for breach or otherwise designate an
exclusive remedy for disputes among the members.
The Nile Parties’ remaining arguments against in-kind redemptions also fail.
The Nile Parties cite Neal v. Alabama By-Products Corp. to argue an in-kind
redemption is inappropriate because a remedy must relate to the legal rules at
issue.41 Their premise is correct, but the conclusion does not follow. In Neal, the
plaintiff failed to meet the demand requirement for appraisal under Section 262(a).42
The plaintiff requested that the court grant interest on the cash they would have
38 See JX-1609 (Amended Nile LLC Agreement); JX-1448 (Nile Global Agreement);
JX-1227 (Series B Supplement). 39 Gotham P’rs, 817 A.2d at 176 (citation modified).
40 See Letter Decision at 3–4.
41Nile Parties’ Supplemental Post-Trial Br. at 11 (citing Neal v. Alabama By- Products Corp., 1988 WL 105754, at *5 (Del. Ch. Oct. 11, 1988)). 42 Neal, 1988 WL 105754, at *3–5. C.A. No. 2021-0323-KSJM December 11, 2025 Page 8 of 10
received from the merger absent their failed demand.43 The court explained that
“[e]quity, as a general rule, follows the law,”44 and refused to use its equitable powers
to grant interest because neither Section 262 nor the parties’ contract allowed it.45
Unlike Neal, the remedy here seeks to redress a breach of the duty of loyalty, not a
statutory remedy. As discussed above, disloyal conduct is different and warrants
flexing equitable powers.
Both sides cite Paige Capital Management, LLC v. Lerner Master Fund, LLC,46
but it is uninformative. There, a hedge fund manager exercised a “Gate Provision”
in a partnership agreement to prevent a fund from redeeming its investment.47 “The
central issue [was] contractual” and the court held the manager breached. 48 In the
alternate, the court also held the manager breached her duty of loyalty.49 As a result,
the court ordered the manager to return the investor’s capital with interest.50 The
court never addressed whether to grant an in-kind redemption because the hedge
fund held mostly cash,51 and the suit was filed because the manager failed to allocate
43 Id. at *5.
44 Id.
45 Id. at *5–6.
46 2011 WL 3505355 (Del. Ch. Aug. 8, 2011).
47 Id. at *1.
48 Id. at *2.
49 Id.
50 Id. at *43.
51 Id. at *6 (“As noted, [the manager] had largely kept the Fund in cash. . . .”). C.A. No. 2021-0323-KSJM December 11, 2025 Page 9 of 10
capital.52 The court never considered whether to order an in-kind redemption. Paige
does not dictate the outcome here.
The Nile Parties emphasize that Kuramo has not cited a single decision
granting in-kind redemption without explicit contractual authorization.53 But as
Neal states, a “lack of precedent is not a bar to the exercise of this Court’s equitable
powers.”54 And that makes sense. To discourage disloyalty, this court must have
discretion to use its equitable power to craft a remedy corresponding to a defendant’s
breach. Plus, the lack of precedent is unsurprising, given the unusually brazen
nature of Seruma’s breaches.
In sum, Kuramo makes a compelling argument for an in-kind redemption, and
the Nile Parties’ legal arguments against that remedy fail. The court thus awards
Kuramo an in-kind redemption of the PHC and GenAfrica investments. This remedy
ensures Seruma is not enriched for his breach of loyalty. And it allows Kuramo to do
what it does best: manage African investments. The parties must meet and confer to
submit a draft final order consistent with this decision.
B. The Motion to Intervene
In a motion to intervene, a party must have “(a) timely moved to intervene, (b)
in order to protect a property interest at issue in the case, (c) that would be impaired
52 See id.
53 See The Nile Parties’ Suppl. Reply Br. at 2, 14, 15, 27.
54 Neal, 1988 WL 105754, at *5. C.A. No. 2021-0323-KSJM December 11, 2025 Page 10 of 10
by the disposition of the action, (d) under circumstances where their interests are not
adequately represented by the existing parties.”55
Owl Creek’s motion is too late. It fails the first factor. “The timeliness
determination is a fact specific analysis that rests in the sound discretion of the trial
court.”56 Plaintiffs raised the in-kind redemption issue in their pre-trial brief, and it
has resurfaced throughout the case. Yet now Owl Creek seeks to intervene on a
limited basis to protect its interests as a creditor. This eleventh hour intervention is
not timely.
The motion to intervene is denied.
C. The Motion to Strike
At oral argument, the parties failed to address plaintiffs’ motion to strike. It
is moot given I have granted plaintiffs’ request for an in-kind redemption. The motion
to strike is denied.
IT IS SO ORDERED.
Sincerely,
/s/ Kathaleen St. Jude McCormick
Chancellor
cc: All counsel of record (by File & ServeXpress)
55 GMF ELCM Fund L.P. v. ELCM HCRE GP LLC, 2021 WL 4313430, at *10 (Del.
Ch. Sep. 22, 2021) (citation modified). 56Id. (internal quotation marks omitted) (quoting Great Am. Leasing Corp. v. Republic Bank, 2003 WL 22389464, at *1 (Del. Ch. Oct. 3, 2003)).