IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
BRIDEV ONE, L.L.C. d/b/a/ PIREES
PIRI PIRI GRILL, JAY PATEL, &
MEGHA PATEL
Judgment Debtors,
C.A. Nos. N14C-07-115(DCS)
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) N14C-09-019(DCS)
) CONSOLIDATED
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REGENCY CENTERS, L.P., )
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Judgment Creditor. )
OPINION
This 26th day of March, 2018, upon consideration of Defendant’s five
Motions for Charging Orders, Debtors’ Response in Opposition to the five Motions
for Charging Orders, the Commissioner’s Report and Recommendation, and the
record in this case, Defendant’s five Motions for Charging Orders are GRANTED.
This action stems from a contract dispute.l On April 24, 2013, Regency
Centers, L.P. (“Regency”) and Bridev Gne, L.L.C. (“Bridev”) executed a
commercial lease agreement for Bridev’s restaurant J ay Patel and Megha Patel (the
l The history of this case is set forth in Bridev One, LLC v. Regency Centers, L.P., CA No. N14C-
07-115 DCS (Del. Super. Oct. 31, 2016) (Decision After Trial) and Brl`dev One, LLC v. Regency
Centers, L.P., CA No. Nl4C-O7-115 DCS (Del. Super. Dec. 4, 2017) (Amended Opinion and
Order) (adopting the Commissioner’s July 20, 2017 Report and Recommendation concerning the
calculation of the judgment).
“Patels” and collectively With Bridev, “Debtors”) personally guaranteed Bridev’s
performance of the Lease by executing a guaranty agreement Bridev stopped
making the required payments to Regency under the lease and subsequently filed a
complaint in this Court for Breach of Contract, Breach of Implied Covenant of Good
Faith and Fair Dealings, and Common LaW Fraud. Regency filed a counterclaim
against Bridev that alleged Breach of Lease and Breach of Guaranty.2
At the conclusion of` a three-day bench trial, the Court issued its Decision
After Trial and held that “there Was a contract, Regency did not breach the Lease,
and that Regency did not breach the implied covenant of good faith and fair dealing.
The Court also finds that Bridev breached the Lease and that [the Patels] breached
their personal guaranty.”3
On August l, 2017, after a hearing, a Superior Court Commissioner
issued a report and recommendation to enter judgment in favor of Regency in the
amount of $807,879.96 plus interest. The Court issued an opinion on December l,
2017 that adopted the report and recommendation and imposed that judgment.4
On January l 1, 2018, Regency subsequently filed five Motions for Charging
Orders (the “Motions”), pursuant to 6 Del. C. § 18-703, against any limited liability
2 The complaint and cross-complaint were consolidated.
3 Bridev One, LLC, CA No. Nl4C-07-115 DCS at *2-3 (Decision Af`ter Trial).
4 Bridev One, LLC, CA No. Nl4C-07-115 DCS (Del. Super. Dec. 4, 2017) (December 1, 2017
opinion amended to correct typographical errors).
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company (“LLC”) membership interest of J ay Patel. Debtors opposed the Motions.
A hearing before the same Commissioner was held on February 5, 2018.
Debtors argued, in part, that the Chancery Court had exclusive jurisdiction over
charging orders pursuant to § 18-703(f)5 and Hanna v. Baz`er, a December 2017
Superior Court case which held that the Court of Chancery had exclusive jurisdiction
concerning charging orders.6 On February 9, 2018, based on review of legislative
history, the Commissioner issued her Report and Recommendation that the Court
5 6 Del. C. § 18-703 states:
(a) On application by a judgment creditor of a member or of a
member's assignee, a court having jurisdiction may charge the
limited liability company interest of the judgment debtor to satisfy
the judgment To the extent so charged, the judgment creditor has
only the right to receive any distribution or distributions to which
the judgment debtor would otherwise have been entitled in respect
of such limited liability company interest
(b) A charging order constitutes a lien on the judgment debtor's
limited liability company interest
(c) This chapter does not deprive a member or member's assignee of
a right under exemption laws with respect to the judgment debtor's
limited liability company interest (d) The entry of a charging order
is the exclusive remedy by which a judgment creditor of a member
or a member's assignee may satisfy a judgment out of the judgment
debtor's limited liability company interest and attachment,
garnishment foreclosure or other legal or equitable remedies are not
available to the judgment creditor, whether the limited liability
company has l member or more than l member.
(e) No creditor of a member or of a member's assignee shall have
any right to obtain possession of, or otherwise exercise legal or
equitable remedies with respect to, the property of the limited
liability company.
(f) The Court of Chancery shall have jurisdiction to hear and
determine any matter relating to any such charging order.
6 Hanna v. Baier, 2017 WL 6507187 (Del. Super. Dec. 19, 2017) (Emphasis supplied).
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grant the Motions.7 For the reasons stated below, the Court adopts the
Commissioner’s Report and Recommendation in its entirety and grants Regency’s
Motions.
Prior to 2005, § 18-703 provided that a charging order was the exclusive
remedy to collect a judgment from a judgment debtor’s interest in a LLC.8
Furthermore, in 1986, the Court of Chancery held that the Chancery Court “lacl