Shore Community Energy LLC v. MassAmerican Development LLC

── Shore Community Energy LLC v. MassAmerican Development LLC ── Court: Court of Chancery of Delaware Date: May 29, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DE 19947 Date Submitted: May 7, 2026 Date Decided: May 29, 2026 Kevin A. Guerke, Esq. Skyler A. C. Speed, Esq. Lily Bohlke, Esq. Young Conaway Stargatt & Taylor, LLP 1000 North King Street Wilmington, DE 19801 RE: Shore Community Energy LLC v. MassAmerican Development LLC, C.A. No. 2025-1163-BWD Dear Counsel: This letter opinion resolves Shore Community Energy LLC’s (“Shore Community” or “Plaintiff”) Motion for Default Judgment as to Damages (the “Motion”). Pl.’s Mot. for Default J. as to Damages [hereinafter Mot.], Dkt. 63. By way of brief background, Shore Community established four solar energy and storage companies to develop solar panel farms in rural Maryland: Rosehip Cleantech, LLC (“Rosehip”), Greengage Cleantech, LLC (“Greengage”), Sunberry Cleantech, LLC (“Sunberry”), and Lumia Cleantech, LLC (“Lumia,” and with Rosehip, Greengage, and Sunberry, the “Solar Companies”). Verified Am. Compl. [hereinafter Am. Compl.] ¶¶ 1, 16, 55, 98, 140, Dkt. 25. In 2024, Shore Community entered into four Membership Interest Purchase Agreements with defendant Shore Community Energy LLC v. MassAmerican Development LLC, C.A. No. 2025-1163-BWD May 29, 2026 Page 2 of 9 MassAmerican Development LLC (“MassAmerican”): the “Rosehip MIPA,” the “Greengage MIPA,” the “Sunberry MIPA,” and the “Lumia MIPA” (collectively, the “MIPAs”). Id. ¶¶ 16–18, 55–57, 98–100, 140–42. Under the MIPAs, Shore Community agreed to sell, transfer, and convey a majority of its membership interests in the Solar Companies to MassAmerican. Id. ¶ 2. The MIPAs required MassAmerican to pay a “Purchase Price” and to satisfy other financial obligations necessary to bring the solar projects to fruition. Id. The MIPAs further state that if MassAmerican “fails to make any required payment,” Plaintiff may repurchase the entire Membership Interest held by [MassAmerican] in the Company for one dollar ($1.00), in which case the Membership Interests in the Company, as well as any and all Project Documents, and all right, title, and interest to the Project originally transferred to [MassAmerican] at Closing, shall be retransferred and delivered back to [Shore Community] within ten (10) business days, in better or substantially the same conditions in which they were at Closing and free and clear of all Liens . . . . Am. Compl., Ex. 1 [hereinafter MIPA] § 6.4(d).1 The transactions contemplated under each of the MIPAs closed on December 12, 2024, and “Closing Payments” were due between December 12, 2024, and March 15, 2025. Am. Compl. ¶¶ 20, 22, 58, 63, 102, 106, 144. MassAmerican 1 Because the provisions cited appear in each of the four MIPAs, this letter opinion cites to just one of the MIPAs for brevity’s sake. Shore Community Energy LLC v. MassAmerican Development LLC, C.A. No. 2025-1163-BWD May 29, 2026 Page 3 of 9 failed to make the Closing Payments or adjusted Closing Payments. Id. ¶¶ 22, 63, 106, 144. On October 10, 2025, Plaintiff initiated this action through the filing of a Verified Complaint (the “Complaint”) and moved for expedited proceedings in advance of a hearing on a motion for preliminary injunction. Verified Compl.; Pl.’s Mot. for a Prelim. Inj., Pl.’s Mot. to Expedite Proceedings, Dkt. 1. After MassAmerican failed to respond to the Complaint, Plaintiff moved for default judgment. Pl.’s Mot. for Default J., Dkt. 10. At a November 25 hearing, the Court deferred decision on the motion for default judgment to permit Plain