IN THE SUPREME COURT OF THE STATE OF DELAWARE
CHARLES ALMOND AS TRUSTEE §
FOR THE ALMOND FAMILY 2001 §
TRUST, ALMOND INVESTMENT §
FUND LLC, CHARLES ALMOND §
and ANDREW FRANKLIN, §
§ No. 215/216, 2019C
Plaintiffs-Below, §
Appellants, §
§
v. §
§
GLENHILL ADVISORS, LLC, § Court Below:
GLENHILL CAPITAL LP, GLENHILL § Court of Chancery
CAPITAL MANAGEMENT LLC, § of the State of Delaware
GLENHILL CONCENTRATED LONG §
MASTER FUND LLC, GLENHILL §
SPECIAL OPPORTUNITES MASTER §
FUND LLC, JOHN EDELMAN, §
GLENN KREVLIN, JOHN MCPHEE, § C.A. No. 10477-CB
WILLIAM SWEEDLER, WINDSONG §
DB DWR II, LLC, WINDSONG DWR, §
LLC, WINDSONG BRANDS, LLC, §
HERMAN MILLER, INC. and HM §
CATALYST, INC. §
§
Defendants-Below, §
Appellees, §
§
and §
§
DESIGN WITHIN REACH, INC. §
§
Intervenor and Counterclaim §
Petitioner-Below, §
Appellee. §
Submitted: November 13, 2019
Decided: November 18, 2019
Before SEITZ, Chief Justice; VALIHURA, and VAUGHN, Justices.
This 18th day of November, 2019, having considered this matter on the briefs and
oral arguments of the parties and the record below, and having concluded that the same
should be affirmed on the basis of and for the reasons assigned by the Court of Chancery
in its Memorandum Opinion dated August 17, 2018, Order Implementing Post-Trial
Opinion dated August 31, 2018, Memorandum Opinion dated April 10, 2019 and Amended
Final Order and Judgment dated April 18, 2019;
NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of Chancery
be, and the same hereby is, AFFIRMED.1
BY THE COURT:
/s/ Karen L. Valihura
Justice
1
On appeal, Appellants raised a new argument that was not presented to the Court of Chancery.
In this Court, Appellants Charles Almond as Trustee for the Almond Family 2001 Trust, Almond
Investment Fund LLC, and Charles Almond (the “Almond Appellants”) argued for the first time
that the Court of Chancery erred by “focus[ing] its and the parties’ attention” on whether “the
Individual Defendants could constitute a control group for Gentile purposes.” Almond Appellants
Opening Br. at 25; see also Gentile v. Rossette, 906 A.2d 91 (Del. 2006). They assert on appeal
that the trial court’s analysis should have focused instead on whether defendant-below Glenn
Krevlin expropriated economic and voting power for his benefit and then transferred that to others
in order to discharge obligations he had to them. In support of this new argument, they cite Gatz
v. Ponsoldt, 925 A.2d 1265 (Del. 2007). Krevlin managed a fund complex known as Glenhill that
was the controlling stockholder of Design Within Reach, Inc. The Court of Chancery did not err
and properly considered the arguments as framed by the parties. Because this new argument was
not fairly presented below, it has been waived. See Del. Supr. Ct. R. 8.
Charles Almond as Trustee v. Glenhill Advisors, LLC
Combined Opinion