StayTerra Vacations, LLC v. Shawn T. Kaleta

── StayTerra Vacations, LLC v. Shawn T. Kaleta ── Court: Court of Chancery of Delaware Date: May 27, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE STAYTERRA VACATIONS, LLC (f/k/a ) GSP PRIME BUYER, LLC), PRIME ) VACATIONS, LLC, and GSP PRIME ) HOLDINGS, LLC, ) ) Plaintiffs, ) ) v. ) C.A. No. 2025-1111-KSJM ) SHAWN T. KALETA, BALI HAI JV ) LLC, TRI STAR PROPERTIES, LLC, ) TRISTAR PROPERTIES ) ACQUISITION PRIME LLC, ) TRISTAR SEASIDE TROPIC LLC, ) TRISTAR PD LLC, 791 JACARANDA ) LLC, 111 CEDAR AVE LLC, ) COCONUT BEACH RESORT LLC, ) 1015 FLEMMING ST LLC, and 171 ) MCKINLEY LLC, ) ) Defendants. ) ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTION TO DISMISS THE VERIFIED AMENDED COMPLAINT 1. The facts are drawn from the Verified Amended Complaint (the “Amended Complaint”).1 In September 2024, entities affiliated with private equity firm Garnett Station Partners—Plaintiffs StayTerra Vacations, LLC (f/k/a GSP Prime Buyer, LLC) and GSP Prime Holdings, LLC—acquired Plaintiff Prime Vacations, LLC (with StayTerra and GSP, “Plaintiffs”), a property rental management brand created by Defendant Shawn Kaleta. The acquisition comprised an Equity Purchase Agreement (the “Purchase Agreement”), a Property Management 1 C.A. No. 2025-1111-KSJM, Docket (“Dkt.”) 36 (Am. Compl.). Agreement (the “Management Agreement”), a Contribution Agreement, and a Hotel Agreement. 2. Plaintiffs allege that after the acquisition closed, Kaleta began indirectly competing with Plaintiffs. Kaleta transferred dozens of properties, in many cases for $10, to his ex-wife, Jen Kaleta, and his girlfriend, Kiri Stewart. Jen Kaleta and Stewart then stopped using Plaintiffs’ property management services. Instead, Stewart, an interior designer, formed Magnolia Cottages, LLC and Jen Kaleta incorporated AMI Premier Properties, Inc. Magnolia Cottages and AMI Premier then began offering property management services in Florida to the newly transferred properties. 3. Plaintiffs also allege that Kaleta assisted Jen Kaleta and Kiri Stewart with a shadow listing scheme. Jen Kaleta and Stewart used booking platforms to list properties Kaleta owned. Plaintiffs listed the exact same properties but for higher rates. Kaleta prevented double booking by blocking the properties for personal use whenever Stewart or Jen Kaleta booked a guest. This alleged scheme allowed Jen Kaleta and Stewart to capture revenue that Plaintiffs would have received. 4. Plaintiffs claim that Kaleta breached his obligations under the transactional agreements. They filed this suit against Kaleta and counterparties to some of the transactional agreements referred to as the “Hotel Defendants”2 (with Kaleta, “Defendants”). Plaintiffs assert twelve Counts: 2 The Hotel Defendants are Bali Hai JV LLC, Anna Maria Beach Resort LLC, Tri Star Properties, LLC, TriStar Properties Acquisition Prime LLC, Tristar Seaside 2  • Count I against Kaleta for breach of the Purchase Agreement’s non- competition covenant; • Count II against Kaleta for breach of the Purchase Agreement’s non- solicitation covenant; • Count III against Kaleta for breach of the Purchase Agreement’s non- interference covenant; • Count IV against Kaleta for breach of the Management Agreement; • Count V against Kaleta for breach of the Purchase Agreement’s and Management Agreement’s implied covenants of good faith and fair dealing; •