IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
Petitioner Briarwood Family Office LLC ("Briarwood") and Respondents Pinnacle Holdings Group LLC ("Pinnacle") and Greystone Realty Partners, L.P. ("Greystone," and together with Briarwood and Pinnacle, the "Parties"), by and through their respective undersigned counsel — Calderwood & Harkness LLP, as counsel for Briarwood, and Ashford & Crane LLP, as counsel for Pinnacle and, in its capacity as general partner counsel, for Greystone — hereby jointly stipulate and agree to the dismissal with prejudice of the above-captioned action, and all claims and counterclaims asserted or that could have been asserted therein, pursuant to Court of Chancery Rule 41(a)(1)(ii), upon the following terms and for the reasons set forth below:
RECITALS. WHEREAS:
A. The Petition. On December 2, 2024, Briarwood filed a Verified Petition for Judicial Dissolution of Greystone Realty Partners, L.P. (the "Petition") pursuant to Section 17-802 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-802, in the Court of Chancery of the State of Delaware, thereby initiating the above-captioned action, C.A. No. 2024-1187-MTZ. The Petition alleged, among other things, that it was not reasonably practicable to carry on the business of Greystone Realty Partners, L.P. in conformity with the Amended and Restated Agreement of Limited Partnership of Greystone Realty Partners, L.P., dated as of June 14, 2018, as amended by that certain First Amendment to the Amended and Restated Agreement of Limited Partnership, dated as of March 3, 2020 (collectively, the "LPA"), due to an intractable deadlock between the partners with respect to fundamental decisions governing the management and future direction of the partnership.
B. The Partnership. Greystone Realty Partners, L.P. is a Delaware limited partnership formed on June 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware (File No. 7284613). Briarwood holds a fifty-five percent (55%) limited partner interest in Greystone, and Pinnacle holds a forty-five percent (45%) general partner interest in Greystone. The partnership holds a portfolio of seven (7) mixed-use commercial properties situated in the Mid-Atlantic region of the United States, encompassing office, retail, and residential components across multiple jurisdictions.
C. The Deadlock. The Parties became deadlocked under Section 5.02 of the LPA, which requires the affirmative vote of partners holding at least eighty percent (80%) of total partnership interests to approve certain enumerated categories of "Major Decisions," including, without limitation, refinancings of partnership indebtedness in excess of Twenty-Five Million Dollars ($25,000,000) and capital calls to the partners in excess of Five Million Dollars ($5,000,000). Because Briarwood holds only a fifty-five percent (55%) interest and Pinnacle holds only a forty-five percent (45%) interest, neither partner alone could satisfy the eighty percent (80%) supermajority threshold required for any Major Decision under the LPA. The deadlock arose principally from disputes between the Parties concerning (i) a proposed refinancing of existing partnership indebtedness in an aggregate principal amount of approximately Sixty-Two Million Dollars ($62,000,000) (the "Proposed Refinancing"), and (ii) a disputed capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) issued by Pinnacle in its capacity as general partner during the second quarter of 2024 (the "Disputed Capital Call"). The inability of the Parties to reach agreement on either the Proposed Refinancing or the Disputed Capital Call rendered the continued operation of the partnership impracticable under the governance framework established by the LPA.
D. Court Proceedings. On December 18, 2024, Vice Chancellor Marguerite T. Zimmerman held an initial scheduling conference in connection with the Petition and, in view of the time-sensitive nature of the partnership's financial obligations, ordered an expedited discovery schedule providing for the exchange of core documents within thirty (30) days and the completion of fact depositions within sixty (60) days. On January 10, 2025, the Court entered a Stipulated Order appointing Keymark Valuation Group LLC ("Keymark") as an independent appraiser to determine the fair market value of the Greystone portfolio. Keymark delivered its Appraisal Report, identified as Report No. KVG-2025-0214, on February 22, 2025, which valued the Greystone portfolio at One Hundred Seventy-Four Million Dollars ($174,000,000) in the aggregate (the "Appraised Value"). On March 7, 2025, the Court held a status conference at which counsel for the Parties jointly reported to Vice Chancellor Zimmerman that the Parties were engaged in active settlement discussions and were nearing a consensual resolution of all disputes.
E. Pre-Litigation Mediation. Prior to the filing of the Petition, the Parties engaged in good-faith mediation before Tidewater Dispute Resolution Services, with the Honorable (Ret.) Patricia Navarro serving as mediator, during the period from September through November 2024. Despite the diligent efforts of the Parties and the mediator, the mediation did not result in a resolution of the disputes between the Parties at that time.
F. Consensual Resolution. On March 14, 2025, the Parties executed a binding Term Sheet for Consensual Wind-Down (the "Term Sheet"), memorializing the principal terms upon which the Parties agreed to resolve their disputes and effect a consensual dissolution of Greystone. Subsequent to the execution of the Term Sheet, the Parties negotiated and executed a Wind-Down Agreement (the "Wind-Down Agreement") among Briarwood, Pinnacle, and Greystone, together with certain ancillary agreements, including an Escrow Agreement and a Mutual Release Agreement (collectively with the Wind-Down Agreement, the "Settlement Documents"), providing for the consensual dissolution and orderly wind-down of Greystone Realty Partners, L.P. The Wind-Down Agreement provides for, among other things: (i) the marketing and sale of all seven (7) portfolio properties under the direction of a mutually agreed-upon disposition agent; (ii) the repayment in full of the outstanding indebtedness owed by the partnership to Harborline Commercial Lending, LLC; (iii) the establishment of a contingent-liability escrow account in an amount to be determined in accordance with the Wind-Down Agreement to provide for potential post-closing liabilities; (iv) the distribution of net proceeds to the partners in accordance with their respective partnership interests and the distribution waterfall set forth in the LPA; and (v) the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware upon the completion of the wind-down.
G. Desire to Dismiss. In light of the consensual resolution reflected in the Wind-Down Agreement and the related Settlement Documents, the Parties desire to dismiss the above-captioned action in its entirety, with prejudice and without leave to refile, with each Party bearing its own costs, attorneys' fees, and expenses incurred in connection with the prosecution and defense of this action.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties stipulate and agree as follows:
STIPULATED TERMS. 1. Dismissal with Prejudice. The Parties hereby stipulate and agree that the above-captioned action, C.A. No. 2024-1187-MTZ, including all claims, counterclaims, cross-claims, defenses, and causes of action asserted therein or that could have been asserted therein by any Party, is hereby dismissed with prejudice and without leave to refile, pursuant to Court of Chancery Rule 41(a)(1)(ii). This dismissal shall operate as an adjudication on the merits in accordance with Court of Chancery Rule 41(b).
2. No Admission of Liability. This Stipulation and the dismissal contemplated hereby do not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, or the merit or lack of merit of any claim or defense by any Party. No Party shall offer or seek to admit this Stipulation or any of its terms into evidence in any proceeding (other than a proceeding to enforce the terms hereof or of the Settlement Documents) as evidence of or an admission of liability, wrongdoing, or fault on the part of any Party.
3. Costs and Fees. Each Party shall bear its own costs, attorneys' fees, disbursements, and expenses incurred in connection with the prosecution, defense, and resolution of this action, including, without limitation, fees and expenses of counsel, experts, consultants, and other advisors retained in connection with this matter. For the avoidance of doubt, the fees and expenses of Keymark Valuation Group LLC shall be allocated between the Parties in accordance with the terms of the Stipulated Order entered by the Court on January 10, 2025.
4. Retention of Jurisdiction. The Court shall retain jurisdiction solely for the limited purpose of enforcing the terms of this Stipulation and any order entered by the Court in connection herewith. Nothing in this Stipulation shall be deemed to confer upon the Court jurisdiction over the interpretation, enforcement, or performance of the Wind-Down Agreement or any other Settlement Document, which shall be governed by the dispute-resolution provisions set forth therein.
5. Authority. Each undersigned counsel hereby represents and warrants that he or she is fully and duly authorized to execute this Stipulation on behalf of his or her respective client or clients, and that each such client has reviewed and approved this Stipulation and has authorized its filing with the Court.
6. Counterparts. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by facsimile or by electronic means, including by Portable Document Format (PDF) transmitted via electronic mail, shall be deemed original signatures for all purposes and shall have the same force and effect as original ink signatures.
[Signature Pages Follow]
COUNSEL FOR PETITIONER
CALDERWOOD & HARKNESS LLP Counsel for Petitioner Briarwood Family Office LLC
By: ________
Name: Linda Osei (Del. Bar No. 6412)
Title: Partner
Firm: Calderwood & Harkness LLP
Address: 599 Lexington Avenue
New York, New York 10022 Telephone: (212) 558-4000
Email: losei@calderwoodharkness.com
Dated: ___, 2025
COUNSEL FOR RESPONDENTS
ASHFORD & CRANE LLP Counsel for Respondents Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P.
By: ________
Name: Raymond T. Ashford (Del. Bar No. 4587)
Title: Partner
Firm: Ashford & Crane LLP
Address: 1201 North Market Street, Suite 1400
Wilmington, Delaware 19801 Telephone: (302) 654-1800
Email: rashford@ashfordcrane.com
Dated: ___, 2025
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
ORDER OF DISMISSAL WITH PREJUDICE
WHEREAS, the Court has reviewed the Joint Stipulation of Dismissal with Prejudice (the "Stipulation") filed by Petitioner Briarwood Family Office LLC and Respondents Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P. in the above-captioned action, C.A. No. 2024-1187-MTZ, in which the Parties jointly stipulate and agree to the dismissal of this action with prejudice pursuant to Court of Chancery Rule 41(a)(1)(ii); and
WHEREAS, good cause appearing therefor;
NOW, THEREFORE, IT IS HEREBY ORDERED as follows:
1. IT IS HEREBY ORDERED that the above-captioned action, C.A. No. 2024-1187-MTZ, captioned Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., is DISMISSED WITH PREJUDICE in its entirety, including all claims, counterclaims, cross-claims, defenses, and causes of action asserted therein or that could have been asserted therein by any party.
2. IT IS FURTHER ORDERED that each party shall bear its own costs, attorneys' fees, disbursements, and expenses incurred in connection with this action.
3. IT IS FURTHER ORDERED that this Court retains jurisdiction solely for the limited purpose of enforcing the terms of the Joint Stipulation of Dismissal with Prejudice and this Order.
SO ORDERED this _ day of ___, 2025.
________________________________________
Vice Chancellor Marguerite T. Zimmerman Court of Chancery of the State of Delaware
BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company,
<!-- indent:2 -->Petitioner,<!-- /indent -->
v.
PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company, and GREYSTONE REALTY PARTNERS, L.P., a Delaware limited partnership,
<!-- indent:2 -->Respondents.<!-- /indent -->
BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company,
<!-- indent:2 -->Petitioner,<!-- /indent -->
v.
PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company, and GREYSTONE REALTY PARTNERS, L.P., a Delaware limited partnership,
<!-- indent:2 -->Respondents.<!-- /indent -->