Art Finance Funding (VIII), LLC v. Investart Management

── Art Finance Funding (VIII), LLC v. Investart Management ── Court: Superior Court of Delaware Date: May 29, 2026 Category: General IN THE SUPERIOR COURT OF THE STATE OF DELAWARE ART FINANCE FUNDING, ) (VIII), LLC ) ) Plaintiff, ) ) v. ) ) C.A. No. N24C-11-028 SPL INVESTART MANAGEMENT, ) LLC and GERALD P. PETERS, ) ) Defendants. ) Submitted: February 19, 2026 Decided: May 29, 2026 MEMORANDUM OPINION Upon Defendant’s Motion to Compel, DENIED. Upon Defendant’s Renewed Motion to Stay, DENIED. Upon Defendant’s Motion for Leave to File an Amended Answer and Counterclaims DENIED. Upon Plaintiff’s Renewed Motion for Summary Judgment GRANTED. Michael L. Vild, Esq., CROSS & SIMON, LLC, Wilmington, Delaware, Attorney for the Plaintiff. Zhao Liu, Esq., THE ROSNER LAW GROUP LLC, Wilmington, Delaware, Daniel A. Schnapp, Esq., DENTONS US LLP, New York, New York, Attorney’s for Defendant. LUGG, J.  BACKGROUND On May 28, 2020, Plaintiff, Art Finance Funding (VIII), LLC (“Art Finance”), loaned $3,000,000.00 to Defendant, Investart Management, LLC (“Investart”). The loan is evidenced by a “Loan and Security Agreement” (“Loan”) and a “Secured Grid Promissory Note” (“Note”) executed the same day.1 On August 27, 2020, the parties executed an “Amendment to Secured Grid Promissory Note” increasing the loan to $3,500,000.00.2 Gerald Peters executed the agreements as representative of Investart and served as a guarantor of the loan.3 As guarantor, Peters assumed responsibility for “the prompt payment” in the event Investart defaulted on the loan.4 In July 2024, the parties executed a “Second Amendment to Secured Grid Promissory Note” which designated the Delaware Superior Court as the proper forum to hear any issues arising from the Note and maintained the $3,500,000.00 loan.5 Under the Loan, non-payment of interest within ten days of the date the payment is due or nonpayment of the principal balance on the due date constituted a 1 D.I. 1, Ex. A (“Loan”), Ex. B (“Note”). 2 D.I. 1, Ex. C (“Amend. Note”). 3 D.I. 1, Ex. E (“Guarantee”). 4 Guarantee. 5 D.I. 1, Ex. D (“Second Amend. Note”). 1 default.6 In the event of default, Art Finance maintained the right to “declare the unpaid portion of the indebtedness to be immediately due and payable, without further notice or demand.”7 And Art Finance, in its sole discretion, may offset or apply any Investart property in its possession to the debt.8 Investart waived its right to a jury trial to resolve any disputes under the loan9 and, after a series of amendments, agreed that any dispute shall be governed by the laws of the State of Delaware and presented to the Delaware Superior Court.10 Under the terms of the Note, “[u]pon the occurrence of any one or more of the Events of Default specified in the Loan Agreement, all amounts then remaining unpaid on the Promissory Note may be declared to be or may automatically become immediately due and payable as provided in the Loan Agreement.”11 Furthermore, “[t]he Borrower [and each of them] expressly waive[s] any and every right to impose any counterclaim, setoff or defense in any action or proceeding brought hereunder, except for the defense of payment.”12 And, like the Loan, under the Note Investart 6 Loan § 7(a)(i). 7 Loan § 7(b)(i). 8 Loan § 7(b)(ii). 9 Loan § 7(e). 10 Loan § 8(m). 11 Note § 4. 12