Marion 2-Seaport Trust v. Terramar Retail Centers, LLC

Summary

The Supreme Court of Delaware affirmed the Court of Chancery's judgment granting Terramar declaratory relief concerning its contractual rights to purchase membership interests and dissolve the Company by selling its assets. It held that the Court of Chancery properly retained the action despite the later-filed California proceeding and correctly barred the Trust's time-barred affirmative defenses because they lacked the required transactional nexus to Terramar's claims. The Court also found no error in the rulings concerning the contractual conditions, calculations, good-faith issues, and joint-purchase requirement.