La Belle Dairy, LLC v. Sharpe Holdings, Inc.

CourtDistrict Court, E.D. Missouri
DecidedMarch 25, 2025
Docket2:25-cv-00014
StatusUnknown

This text of La Belle Dairy, LLC v. Sharpe Holdings, Inc. (La Belle Dairy, LLC v. Sharpe Holdings, Inc.) is published on Counsel Stack Legal Research, covering District Court, E.D. Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
La Belle Dairy, LLC v. Sharpe Holdings, Inc., (E.D. Mo. 2025).

Opinion

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI NORTHERN DIVISION

LA BELLE DAIRY, LLC, ) ) Plaintiff, ) ) v. ) No. 2:25-CV-14 HEA ) SHARPE HOLDINGS, INC., et al., ) ) Defendants. )

ORDER GRANTING TEMPORARY RESTRAINING ORDER This matter is before the Court on Plaintiff La Belle Dairy LLC’s (“La Belle”) Motion for Temporary Restraining Order and Preliminary Injunction against Defendants Sharpe Holdings, Inc. (“Sharpe Holdings”) and Charles N. Sharpe, Jr. Foundation (the “Sharpe Foundation”) (collectively “Defendants”). (ECF No. 7). La Belle seeks an injunction prohibiting Defendants from evicting La Belle from 4,890 acres of land in Lewis and Knox Counties owned by Defendants and leased to La Belle under a lease agreement as amended and executed by the parties in 2020. Defendants have filed opposition to the Motion. On March 24, 2025, the undersigned held a hearing and heard oral argument on La Belle’s Motion for Temporary Restraining Order. After considering the parties’ arguments and reviewing the Complaint and attachments thereto, the Motion for Temporary Restraining Order and its supporting memorandum and exhibits, Defendants’ Response in Opposition to the Motion to Temporary Restraining Order and the exhibits attached thereto, the Declarations of Ian A.J. Pitz and Deric DuQuaine, which were filed on the morning of the hearing, and the

arguments in Defendants’ Motion to Dismiss, the Court finds that the entry of temporary restraining order preventing eviction of La Belle from the leased land is necessary and proper in this case. The Court grants La Belle’s Motion for

Temporary Restraining Order against Defendants Sharpe Holdings and the Sharpe Foundation. Background La Belle presented evidence, by way of declarations and exhibits, that La

Belle owns a dairy operation in La Belle, Missouri. To operate its dairy, La Belle currently leases 4,890 acres of land owned by Defendants that is adjacent to La Belle’s dairy. The leased land is used to raise crops to feed La Belle’s 6,000 head

of dairy cattle. It is also used for land application of manure in accordance with La Belle’s government-approved nutrient management plan. On April 30, 2020, La Belle and Sharpe Holdings entered into a Forage Land Lease with an effective date of January 1, 2020. Defendants leased to La

Belle, and La Belle rented from Defendants land that consisted of approximately 6,100 acres of tillable farmland in Lewis and Knox Counties, Missouri. The Forage Land Lease provides for three consecutive five-year terms, with an initial term and

two consecutive 5-year renewal terms. The initial term, which ended on January 31, 2025, provided that La Belle would pay rent at $185 per tillable acre for a total annual rent payment of $1,128,500.00, that was payable to Defendants in monthly amounts of $94,041.67. (ECF No. 1, Ex. B at 2). Article II of Forage Land Lease

provides the following method by which rents would be determined for the two renewable terms: Landlord and Tenant shall establish the new market rate Rent for each Renewal Term at least four (4) months prior to the end of the then current Renewal Term, and shall execute a signed, written addendum to this lease setting forth the new Rent for each Renewal Term. If the Landlord and Tenant are unable to agree on the new market rate Rent for a Renewal term, then Landlord and Tenant agree to obtain a third- party appraiser to establish the new market rate Rent for the particular Renewal Term.

(Id.) The Forage Land Lease also has a provision, Article VI, regarding the sale of the leased premises, which provides that La Belle must purchase, and Defendants must sell, all of the leased premises under the Forage Land Lease, plus all additional attached acreage surrounding the lease premises, which included non-tillable land. (Id. at 4). The Forage Land Lease initially required a purchase agreement to be executed by October 1, 2020.1 Id.

1The parties had entered into a prior contract in 2017 (the “2017 Forage Contract”) that afforded La Belle a right of first refusal to purchase the 6,100 acres of land. The 2017 Forage Contract was terminated by Sharpe Holdings, and the parties entered into the Forage Land Lease. The Forage Land Lease provides in Article VI that until the 2020 Purchase Agreement is executed, the provisions of the right of first refusal from the 2017 Forage Contact are incorporated into and are part of the Forage Land Lease. (ECF No. 1, Ex. B at 4). La Belle and Defendants executed a First Amendment to Forage Land Lease (“First Amendment”), with an effective date of September 20, 2020. The scope of the First Amendment is limited to modification of Article VI of the Forage Land

Lease, which concerns the sale of the leased premises and provides as follows: 6.01. Not later than June 1, 2021, Landlord and Tenant shall enter into a separate agreement that will provide terms upon which Tenant shall purchase from Landlord, and Landlord shall sell to Tenant, free and clear of all liens and encumbrances, the Leased Premises and all additional acreage surrounding the Leased Premises, consistent with existing parcel legal descriptions and/or tax parcel descriptions, at fair market value over the course of up to five years from the Commencement Date of this Lease (the “2021 Purchase Agreement”). The Parties acknowledge that the Leased Premises are part of larger parcels that in certain instances include wooded areas, marshy areas, and otherwise untillable land, and that the 2021 Purchase Agreement will contemplate the sale of all such acreage, not just the Leased Premises. The purchase price shall be negotiated between Landlord and Tenant to reflect fair market value at the time of closing, and if Landlord and Tenant are unable to agree on the fair market value of any parcels of real estate and/or any improvements to be sold under the 2021 Purchase Agreement, then Landlord and Tenant agree to obtain a third-party appraiser to establish fair market value. The obligations of the Parties under this Article VI and under the 2021 Purchase Agreement shall be binding on their respective successors and assigns.

6.02 Until Landlord and Tenant execute the 2021 Purchase Agreement, Landlord and Tenant agree that the provisions of the Right of First Refusal paragraph set forth in the Forage Contract entered into between Landlord and Tenant on May 24, 2017 (and attached as Schedule 6.02) are hereby incorporated into and made a part of this Lease.

(ECF No. 1, Ex. C at 1). La Belle contends and has presented evidence that it was the intent of the parties to complete the sale of the leased premises through a series of transactions: up to five annual purchases of roughly equal acreage each year, at a price to be

determined by the fair market value at the time of purchase. According to the Complaint and a declaration executed by general counsel of La Belle’s parent corporation, Deric DuQuaine, the parties discussed the particulars of the five

transactions, broke down the transactions by parcels to be sold, and referred to them by year: the Year 1, Year 2, Year 3, Year 4, and Year 5 purchases. (ECF No. 7, Ex. 1 at 5). There is evidence that negotiations concerning Year 1 began in January

2021, and La Belle made a formal proposal for the land purchase. From the record, it is clear that there were some disagreements, and the parties agreed to continue to negotiate after June 1, 2021. Finally, on November 18, 2021, La Belle

and Defendants executed the 2021 Purchase Agreement for the purchase of the Year 1 land, which was approximately 1210 acres, and the parties closed on May 1, 2022. According to La Belle, the parties agreed to extensions for the purchase agreement and closing. (Id.)

According to allegations in the Complaint and Mr.

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