IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SOLARRESERVE CSP HOLDINGS, 

LLC, a Delaware limited liability 

company, 

 Plaintiff, 

 v. 

TONOPAH SOLAR ENERGY, LLC, a 

Delaware limited liability company,

 Defendant.

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 C.A. No. 2020-0064-JRS

 

MEMORANDUM OPINION

Date Submitted: May 15, 2020

Date Decided: July 24, 2020

Francis G.X. Pileggi, Esquire of Lewis Brisbois Bisgaard & Smith LLP, 

Wilmington, Delaware; Michael G. Platner, Esquire and Vincent F. Alexander, 

Esquire of Lewis Brisbois Bisgaard & Smith LLP, Ft. Lauderdale, Florida; and 

John S. Poulos, Esquire and Andrew Bluth, Esquire of Lewis Brisbois Bisgaard & 

Smith LLP, Sacramento, California, Attorneys for Plaintiff.

Andrew D. Cordo, Esquire, Shannon E. German, Esquire, Daniyal M. Iqbal, Esquire 

and Nora M. Crawford, Esquire of Wilson Sonsini Goodrich & Rosati, P.C., 

Wilmington, Delaware and Matthew A. Feldman, Esquire, Todd G. Cosenza, 

Esquire and Charles D. Cording, Esquire of Willkie Farr & Gallagher LLP, 

New York, New York, Attorneys for Defendant.

SLIGHTS, Vice Chancellor
1

Plaintiff, SolarReserve CSP Holdings, LLC (“SolarReserve”), seeks to 

compel Defendant, Tonopah Solar Energy, LLC (the “Company”), to produce 

certain books and records in compliance with its alleged obligations to allow 

inspection as set forth in the Company’s Third Amended and Restated Limited 

Liability Company Agreement (the “LLC Agreement”).1

 The problem with 

SolarReserve’s demand, according to the Company, is that SolarReserve no longer 

possesses the right it seeks to vindicate in this action, as it is no longer associated 

with the Company to a degree that would allow it to demand inspection.

2

 

SolarReserve disagrees and has brought a breach of contract claim against the 

Company to enforce its supposed contractual rights. The case was tried to the Court 

on a paper record. 

This Court is familiar with these parties from previous litigation. After the 

Company’s solar energy project in Nevada unraveled, SolarReserve petitioned this 

Court to order an equitable dissolution of the Company under the LLC Agreement, 

notwithstanding that it maintained, at best, a distant relationship with the Company

at the time it sought to end the Company’s existence (the “Dissolution Action”).

3

 

 1 See Joint Pre-Trial Stipulation and Order (“PTO”) (D.I. 28) ¶ 18. 

2 PTO § III, ¶ B(1). 

3 See SolarReserve CSP Hldgs., LLC v. Tonopah Solar Energy, LLC, 2020 WL 1291638, 

at *1 (Del. Ch. Mar. 18, 2020); PTO ¶¶ 19–25. 
2

The Court dismissed that action under Court of Chancery Rule 12(b)(6), upon 

concluding that SolarReserve “cannot rely on equity to recoup rights [including the 

right to seek dissolution] that it knowingly bargained away.”4 SolarReserve is back, 

this time seeking to exercise putative contractual inspection rights, again invoking 

the LLC Agreement. 

As it turns out, this Action is “déjà vu all over again.”5

 Before it filed the 

Verified Complaint for Books and Records (the “Complaint”), SolarReserve 

assigned all claims it has against the Company to an unaffiliated third party.6

 Under 

that agreement, any recovery or remedy granted in this action would go to the 

assignee, not SolarReserve. Because SolarReserve is not the real party in interest, it 

cannot maintain this Action under Court of Chancery Rule 17(a). Moreover, because 

the assignee to whom SolarReserve assigned its claims has no information rights 

under the LLC Agreement, it also has no right to the information SolarReserve seeks. 

In other words, SolarReserve once again has sought to exercise rights it knowingly 

bargained away, and cannot prove that it is entitled to relief. 

 4 SolarReserve, 2020 WL 1291638, at *7. 

5 Yogisms, YOGI BERRA MUSEUM & LEARNING CENTER (last visited July 23, 2020), 

https://yogiberramuseum.org/about-yogi/yogisms/. 

6 Compl. ¶ 1 (dated February 6, 2020); JX 6 (the “Assignment”) (dated December 31, 2019 

by and between “SolarReserve CSP Holdings, LLC” and CMB).
3

I. BACKGROUND

The Court held a one-day trial on a paper record during which it received 24 

trial exhibits.7

 I have drawn the facts from the stipulations entered before trial, 

lodged testimony in the form of deposition transcripts and exhibits presented during 

trial.8

 The following facts were proven by a preponderance of the evidence.

A. The Parties and Relevant Non-Parties

The Company is a Delaware limited liability company formed to operate a 

solar power plant project in Nevada (the “Project”).

9

 SolarReserve is currently a 

holding company established to hold an indirect interest in the Company.10 On this 

record, SolarReserve’s precise ownership structure is not entirely clear.11 What is 

clear is that non-party, SolarReserve, Inc., (“SolarReserve Parent”), was an entity 

headquartered in Santa Monica, California that sat atop a “complex” of entities 

 7 PTO § V; Joint Trial Ex. List (“JX List”) (D.I. 27). 

8 I cite to docket entries by docket number (“D.I. __”), the trial transcript (D.I. 49)

(by “Tr. __”), stipulated facts set forth in the PTO (by “PTO __”), trial exhibits 

(by “JX” number), and the deposition transcripts of Justin Pugh and Troy Taylor

(by “____ Dep.”) (D.I. 30, 32). See JX List; PTO; D.I. 32 (Notice of Lodging). 

9 PTO ¶¶ 4–6; JX 2 (the “LLC Agreement”) (recitals). 

10 Taylor Dep. at 33:12–21; Pugh Dep. at 223:20–224:5; PTO ¶ 15 (“Currently, Plaintiff 

holds an indirect interest in the Company through several intermediary entities.”).

11 See Pugh Dep. at 208, 220–24.
4

(including SolarReserve) engaged in developing solar power plants.12 As will be 

explained below, SolarReserve Parent is no longer in business, and its indirect 

ownership interest in SolarReserve has been assigned to an unaffiliated third party

not before the Court.

13

An affiliate of SolarReserve formed the Company to develop, own and 

operate the Project.14 At first, SolarReserve was the Company’s sole owner, and 

SolarReserve Parent’s CEO (non-party, Kevin Smith) and CFO (non-party, Steven 

Mullinnex) were the Company’s two original managers.

15 But, in the process of 

raising capital to finance the Project, SolarReserve ceded its sole-member status to 

others through various transactions and agreements that, as of today, leave it as only 

an indirect investor in the Company.16 More precisely, SolarReserve has a 50% 

interest in non-party, Tonopah Solar Investments, LLC, which owns an interest in 

non-party, Tonopah Solar Energy Holdings, I, LLC, which, in turn, owns an interest 

 12 Id. at 220:2–19, 223:9–19. 

13 Taylor Dep. at 109, 114, 116. 

14 PTO ¶¶ 6–7. 

15 Id. ¶ 7; Pugh Dep. at 229:3–11. 

16 PTO ¶ 15. 
5

in non-party, Tonopah Solar Energy Holdings II, LLC.17 Tonopah Solar Energy II, 

LLC is now the sole member of the Company.18

Non-party, Troy Taylor, is SolarReserve’s acting CEO.19 Taylor holds other 

corporate titles at SolarReserve, but he does not “remember what they are.”20 Nonparty, CMB Infrastructure Investment Group IX, L.P. (“CMB”), was a lender to 

SolarReserve. CMB is not in the solar power business and is unaffiliated with 

SolarReserve Parent.21 

B. The LLC Agreement

As noted, at first, SolarReserve was the sole owner of the Company, but as 

the Project moved forward, and expenses mounted, SolarReserve determined that it 

needed to seek out other funding sources to help cover expenses.22 Although 

SolarReserve was able to find investors to finance the Project, in exchange for their 

 17 Id. ¶ 16. 

18 Id. ¶ 17. 

19 Taylor Dep. at 9:22, 21:6–16. 

20 Id. at 36. 

21 Id. at 22–23, 31, 231. 

22 PTO ¶¶ 7–8. 
6

investments, SolarReserve was forced to give up its direct ownership interest in the 

Company.23

In connection with SolarReserve’s withdrawal as the sole member of the 

Company, the Company and its stakeholders agreed to insert certain provisions into 

the LLC Agreement that would provide a mechanism for SolarReserve to request 

access to the Company’s books and records as a “Sponsor Entity.”24 To that end, 

Section 7.2 of the LLC Agreement states, in relevant part: 

The Company shall keep books and records . . . [and] shall provide to 

each of the Sponsor Entities access to the books and records or any 

other information held by the Company reasonably requested by such 

Sponsor Entity, including the records of all transactions of the 

Company.

25

Relatedly, the LLC Agreement defines “Sponsor Entity” as “any of Santander 

Sponsor, Cobra Sponsor, or SolarReserve Sponsor.”26 In turn, “SolarReserve 

Sponsor” is defined as “SolarReserve CSP Holdings, LLC excluding any 

unaffiliated successor.”27 The LLC Agreement defines one of the other Sponsor 

 23 Id. ¶¶ 11–18. 

24 Id. ¶¶ 16–18; LLC Agreement §§ 7.2–7.3. 

25 LLC Agreement § 7.2.

26 LLC Agreement § 1.1 (definition of “Sponsor Entity”). 

27 LLC Agreement § 1.1 (definition of “SolarReserve Sponsor”). 
7

Entities, “Santander Sponsor,” differently to include the identified entity as well as 

that entity’s “assignees, transferees and successors.”28

C. SolarReserve Parent’s Creditors Assume Control 

Given the historical relationship between the Company and SolarReserve 

Parent, the Company maintained “all [its] documents,” including financial records, 

on a server located at SolarReserve Parent’s headquarters, which was under 

SolarReserve Parent’s sole control (the “Server”).

29 Access to that server would 

provide access to at least 97% of the Company’s records—constituting multiple 

terabytes of Company data.

30

This arrangement came to an abrupt end in 2019 when SolarReserve Parent

experienced financial difficulties, furloughed all its employees and hired a Chief 

Restructuring Officer to effectuate a wind-down of its business through 

liquidation.31 Most of SolarReserve Parent’s assets were sold and those that 

remained were assigned to a trustee for the benefit of SolarReserve Parent’s creditors

 28 LLC Agreement § 1.1 (definition of “Santander Sponsor”). 

29 Pugh Dep. at 233:11–22, 232:6–21. 

30 Id. at 231–32, 236:16–19, 241:7–242:6. 

31 Id. at 224–25. 
8

pursuant to a General Assignment.

32 In conjunction with this agreement, all of 

SolarReserve Parent’s corporate officers resigned.33

As the liquidation process ran its course, SolarReserve Parent advised the 

Company that the Company’s access to the Server would soon be cut off.34 By late 

2019, the Company was scrambling to copy as much of its documents and data as it 

could, eventually leaving behind data that it deemed not “absolutely necessary to run 

the [P]roject.”35 

SolarReserve Parent’s liquidation caused two critical changes that are relevant 

here.

36 First, on December 31, 2019, SolarReserve (among others) assigned all of 

its “right title and interest in and to all actions, claims, choses in action, and lawsuits 

of any nature whatsoever . . . against” the Company to CMB (the “Assignment of 

Claims”).

37 Under the Assignment of Claims, CMB (rather than SolarReserve) has 

the right to prosecute SolarReserve’s claims against the Company, and CMB alone 

 32 Id. at 225; Taylor Dep. at 28, 109 (describing the General Assignment). 

33 Taylor Dep. at 71. 

34 Pugh Dep. at 234–38. 

35 Id. at 234–36. 

36 Id. at 220 (describing the SolarReserve Parent’s “complex”). 

37 See Assignment. 
9

is entitled to the proceeds of such claims (whether proceeds take the form of cash,

other property or other forms of relief).38

Second, in the spring of 2019, as part of SolarReserve Parent’s liquidation, 

Troy Taylor was hired by SolarReserve’s counsel in this action (Lewis Brisbouis 

Bisgaard & Smith LLP) to help CMB “maximize [its] recovery.”39 CMB 

compensates Taylor for his services as SolarReserve’s CEO, and his job description 

makes clear that he is not expected to “assist an affiliate of SolarReserve [Parent] 

with its economic recovery.”40 Once Taylor took the reins to help CMB maximize 

its recovery, there was “no one else” left at SolarReserve.41

D. Procedural Posture

On October 2, 2019, SolarReserve filed its original complaint in the 

Dissolution Action.42 The Court dismissed that action on March 18, 2020, for failure 

 38 Assignment § 4. 

39 Taylor Dep. at 21–23. 

40 Id. at 26, 37. 

41 Id. at 47. 

42 PTO ¶ 19. 
10

to state a viable claim under Court of Chancery Rule 12(b)(6).

43 SolarReserve has 

appealed this ruling to our Supreme Court, and the appeal is pending.

44

In the midst of this prior litigation, on December 31, 2019, SolarReserve 

executed the Assignment of Claims in favor of CMB.45 Soon after, on January 28, 

2020, SolarReserve made a written demand on the Company to inspect books and 

records under the LLC Agreement (the “Demand”).46 In the Demand, SolarReserve 

sought an array of documents, including “all communications” between the 

Company and multiple entities engaged in the Project.47 The Company rejected the 

Demand.

48 In response, SolarReserve filed its Complaint on February 5, 2020.49 

The Complaint contains a single count for breach of contract.50

 43 Id. ¶¶ 23–24.

44 Id. ¶ 25. 

45 Assignment (recitals).

46 PTO ¶ 35; JX 10 (the Demand). 

47 JX 10 at 2 (seeking “All communications” between (i) the Company and (ii) the U.S. 

Department of Energy as well as (iii) the main contractor engaged to build the Project that 

are “related to” the Project—as well as “[a]ll communications related to the status of the 

[Project]”). 

48 PTO ¶ 37. 

49 Id. ¶ 38. 

50 See Compl. ¶ 11. On May 8, 2020, SolarReserve filed a Motion In Limine to exclude 

Joint Trial Exhibits 1, 5, 13 and 24. See Mot. In Limine to Exclude Joint Tr. Exs. 1; 5; 13 
11

II. ANALYSIS

To protect “the defendant from duplicative and unnecessary litigation,” our 

law allows only a “real party in interest” to prosecute a claim.51 Because the real 

party in interest inquiry implicates the threshold question of whether SolarReserve 

is properly before the Court, it is appropriate to address this issue first.52

As discussed below, SolarReserve has assigned all claims it has against the 

Company to CMB and is, therefore, no longer the real party in interest. Moreover,

given that the real party in interest, CMB, possesses no information rights under the 

LLC Agreement, it cannot continue to prosecute this Action in SolarReserve’s 

stead.53 Accordingly, judgment must be entered for the Company.

 

and 24 (“Mot. In Limine”) (D.I. 37). The Motion is denied as moot since I have not relied 

upon any of the challenged exhibits in this Opinion. 

51 Northpointe Hldgs. LLC v. Nationwide Emerging Managers, LLC, 2012 WL 2005453, 

at *6 (Del. Super. Ct. May 24, 2012) (citing Cammille v. Sanderson, 101 A.2d 316, 319 

(Del. Super. Ct. 1953)). See also Ct. Ch. R. 17(a) (“Every action shall be prosecuted in the 

name of the real party in interest.”).

52 Id. See also Nat’l Union Fire Ins. Co. of Pittsburgh, Pa. v. Stauffer Chem. Co., 1991 

WL 138431, at *6 (Del. Super. Ct. July 15, 2001) (discussing an assignment of an interest 

that was the subject of litigation and stating that Rule 17(a) involves an analysis of whether 

the plaintiff is “a real party in interest or otherwise a proper party” to the action). 

53 See Pritchett v. I/O Repair, Inc., 2013 WL 1750888, at *3 (Del. Com. Pl. Apr. 22, 2013) 

(To prevail on a breach of contract claim “plaintiff must prove that the defendant breached 

an obligation owed to plaintiff by way of contract.”) (emphasis supplied). 
12

A. SolarReserve Is Not the Real Party in Interest

Under Court of Chancery Rule 17(a), where, as here, “there has been a 

complete assignment, the . . . plaintiff should be the assignee.”54 Indeed, it is 

hornbook law that “the assignee is the owner of any claim arising from the chose 

and should be treated as the real party in interest.”55 “Stated another way, a real 

party in interest is the person who is entitled to the fruits of the action.”56 It is clear 

on this record that CMB is the sole party in interest in the wake of the absolute 

assignment of SolarReserve’s interest in this lawsuit to CMB.

57

SolarReserve transferred to CMB all its “right, title, and interest in and to all 

actions” against the Company.58 The transfer included all “claims” and “lawsuits of 

any nature whatsoever,” as well as “all rights and benefits of” SolarReserve “relating 

 54 Nat’l Union, 1991 WL 138431, at *8. 

55 6A CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND 

PROCEDURE § 1545 (3d ed. 2020); see also 59 AM. JUR. 2D PARTIES § 40 (2d ed. 2020) 

(“The assignor of a chose in action is not a real party in interest and has no standing to 

prosecute an action on the chose in action.”). 

56 59 AM. JUR. 2D PARTIES § 38 (2d ed. 2020). 

57 Assignment at 1 (assigning all of SolarReserve’s “right, title, and interest in and to all 

actions, claims, choses in action, and lawsuits . . . against . . . Tonopah Solar Energy, 

LLC”).

58 Id.
13

to” such claims.59 SolarReserve agreed that any potential distribution on account of 

the assigned rights “shall constitute property of” CMB, “whether in the form of 

cash . . . or any other property.”60 As such, SolarReserve would not be the 

beneficiary of any relief that might be achieved in this action.61

While not entirely clear, it seems SolarReserve believes it can avoid this black 

letter law by relying upon provisions within the Assignment of Claims where 

SolarReserve authorized CMB to act in the name of SolarReserve as its “attorneyin-fact.”62 I gather SolarReserve’s argument is that “CMB possesses the right to 

enforce SolarReserve’s rights in a lawsuit” and, by virtue of the power of attorney, 

CMB is causing SolarReserve to exercise SolarReserve’s rights under the LLC 

Agreement.

63

This is wrong. First, the premise of the real party in interest rule is that, as an 

assignee under a complete assignment, the right to maintain this lawsuit belongs to 

 59 Id.

60 Id. ¶ 4. 

61 See also Taylor Dep. at 22–23 (Taylor was hired as SolarReserve’s acting CEO to 

maximize recoveries for CMB.). 

62 See Tr. at 18–19; Assignment ¶ 4. 

63 Tr. at 18–19 (emphasis supplied); see also Tr. 23 (“CMB is specifically identified as an 

attorney-in-fact for SolarReserve.”). 
14

CMB, not SolarReserve.64 SolarReserve has no rights that are relevant to this 

action.65 Second, multiple courts have recognized that “a grant of a mere power of 

attorney, short of an assignment of a claim, does not change the real party in 

interest.”66 In other words, a power-of-attorney from SolarReserve in favor of CMB 

is irrelevant to the real party in interest inquiry. The only pertinent fact is that the 

substantive right to bring this action belongs to a party not before the Court. For this 

reason, SolarReserve is an improper plaintiff under Rule 17 because it has no interest 

(economic or otherwise) in this proceeding.

Finally, I disagree with SolarReserve’s assertion that the Company has raised 

the Rule 17 issue too late.

67 “Rule 17(a) is not an affirmative defense that is waived 

if not raised in the responsive pleadings.”68 Rather, issues under Rule 17 need only 

be “raised in a timely or seasonable fashion.”69 Given that the Company raised 

Rule 17 in its Answer, the Pretrial Order and its Answering Brief, the notion that the 

 64 Nat’l Union, 1991 WL 138431, at *8. 

65 See Assignment at 1 (assigning “all right, title and interest” in “claims” against the 

Company). 

66 See Laney v. Schneider Nat’l Carriers, Inc., 2011 WL 13096625, at *2 (N.D. Okla. 

Apr. 27, 2011) (internal quotation and citation omitted) (collecting cases). 

67 See Mot. In Limine at 11–12. 

68 Nat’l Union, 1991 WL 138431, at *8. 

69 Id.
15

issue was not timely raised is, at best, sophistry.70 For the same reason, I am satisfied 

that a “reasonable time has been allowed” after the Company raised its objection 

under Rule 17, and dismissal of SolarReserve’s claim is not premature.71

B. The Real Party in Interest Has No Rights Under the LLC Agreement

In a last-ditch effort to escape Rule 17, SolarReserve seeks shelter under Court 

of Chancery Rule 25(c) by arguing the real party in interest, CMB, can be joined to 

this proceeding as substitute plaintiff.

72 Rule 25(c) states: 

In case of any transfer of interest, the action may be continued by or 

against the original party, unless the Court upon motion directs the 

person to whom the interest is transferred to be substituted in the action 

or joined with the original party.

SolarReserve’s Rule 25 argument hits a wall right out of the gate because,

“Rule 25(c) [only] applies where there has been a transfer of interest during the 

 70 See Def.’s Answer to Verified Compl. for Books and Records and Equitable Relief 

(D.I. 6) at 8; PTO § III, ¶ B(1) (page 10) (raising as its first issue for trial “[w]hether 

Plaintiff . . . is the real party in interest”); Def.’s Answering Pretrial Br. (D.I. 30) at 34. 

71 See Ct. Ch. R. 17(a) (stating that “[n]o action shall be dismissed on the ground that it is 

not prosecuted in the name of the real party in interest until a reasonable time has been 

allowed after objection”). 

72 See Pls.’ Pre-Trial Opening Br. (D.I. 22) at 35–36. At oral argument, SolarReserve’s 

counsel seemed to shift gears and argue for substitution under Rule 17(a). See Tr. at 23 

(“Rule 17(a) provides for an easy fix” by substituting or joining CMB.). Under either rule, 

replacing SolarReserve with CMB is not an option for reasons explained below. 
16

pendency of an action.”73 SolarReserve executed the Assignment of Claims well 

before it filed the Complaint in this action.74 

Even if I were to look past this procedural defect, I would find no support for 

SolarReserve’s substitution argument either in the factual record or as a matter of 

law. SolarReserve’s reasoning proceeds in two steps. First, it argues CMB is not its 

“unaffiliated successor” as that term is used in the LLC Agreement, where 

“SolarReserve Sponsor” is defined as “SolarReserve CSP Holdings, LLC excluding 

any unaffiliated successor.”75 Second, because CMB is not a SolarReserve 

“unaffiliated successor,” and is instead an “assignee,” the argument goes, CMB 

should be entitled to Company records because CMB has been assigned 

SolarReserve’s rights and is not expressly excluded by the limiting language within 

the LLC Agreement’s information rights provision.

76 

The logical chain of this two-step argument cannot withstand the force of 

reality because it is forged with the flawed interpretive notion that the LLC 

 73 Schock Bros., Inc. v. Raskin, 1991 WL 166076, at *1 (Del. Super. Ct. July 24, 1991); 7C 

CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND PROCEDURE

§ 1958 (3d ed. 2020) (“After suit is brought, Rule 25(c) becomes the relevant provision.”). 

74 Compare Compl. ¶ 1 (filed February 6, 2020), with Assignment (dated December 31, 

2019). 

75 LLC Agreement § 1.1 (definition of “SolarReserve Sponsor”).

76 Tr. at 17–19. 
17

Agreement’s exclusionary language may be employed to establish an affirmative 

right. As stated above, in Section 7.2, the LLC Agreement grants “Sponsor Entities” 

a circumscribed right to inspect Company books and records.77 “SolarReserve CSP 

Holdings, LLC” (i.e., SolarReserve) is a Sponsor Entity.78 SolarReserve has not 

even attempted to proffer a reasonable construction of the LLC Agreement wherein 

CMB fits within the definition as a “Sponsor Entity.”79 It could not offer such a 

construction because the LLC Agreement defines Sponsor Entities, in relevant part, 

as SolarReserve “excluding” its unaffiliated successors.

80 

Even if CMB is not SolarReserve’s unaffiliated successor, its status as 

assignee does not, ipso facto or ipso jure, make CMB the same as SolarReserve, the 

only entity with inspection rights under the LLC Agreement.

81 To the contrary, as 

explained below, this record supports a finding that SolarReserve alone was afforded 

 77 LLC Agreement § 7.2. 

78 LLC Agreement § 1.1 (definition of “SolarReserve Sponsor”).

79 A contract is not rendered ambiguous simply because the parties do not agree upon its 

proper construction; rather, the test for ambiguity is whether “the provisions in controversy 

are fairly susceptible of different interpretations or may have two or more different 

meanings.” See Bathla v. 913 Market, LLC, 200 A.3d 754, 759–60 (Del. 2018) (internal 

citations and quotation omitted).

80 LLC Agreement § 1.1 (definition of “SolarReserve Sponsor”). 

81 LLC Agreement § 1.1 (definitions of “Sponsor Entity” and “SolarReserve Sponsor”), 

§ 7.2. 
18

a personal right to inspect Company records, and that any attempt to assign that right 

to CMB would be ineffective.82

The LLC Agreement’s drafters knew how to include a Sponsor Entity’s 

assignees within the definition of Sponsor Entity (and thereby extend the inspection 

right).

83 As noted above, “Santander Sponsor” (one of the “Sponsor Entities”) 

includes “assignees, transferees and successors.”84 Because I must give effect to the 

plain meaning of the LLC Agreement, CMB has no information rights under that 

agreement because it is not SolarReserve, and the definition of SolarReserve 

Sponsor does not include SolarReserve’s assignees.85

 82 See Tenneco Auto. Inc. v. El Paso Corp., 2002 WL 453930, at *1–2 (Del. Ch. Mar. 20, 

2002) (To determine whether or not a contract right is assignable, courts must “look to the 

language of [the parties’] agreement, read as a whole, in an effort to discern the parties’ 

collective intent.”); see also Taylor Dep. at 22–23 (Taylor is pursuing claims for CMB’s 

benefit), 26 (Taylor is not attempting to assist a SolarReserve Parent affiliate “with its 

economic recovery.”). 

83 Norton v. K-Sea Transp. P’rs, 67 A.3d 354, 360 (Del. 2013) (interpreting a contract 

according to its “plain meaning” when read “as a whole” and declining to infer sloppy 

drafting when the agreement’s drafters clearly “knew how to impose an affirmative 

obligation when they so intended”). 

84 LLC Agreement § 1.1 (definition of “Santander Sponsor”). 

85 Compare LLC Agreement § 1.1 (defining “Santander Sponsor” to include “assignees, 

transferees and successors”), with § 1.1 (defining “SolarReserve Sponsor” to mean 

“SolarReserve CSP Holdings, LLC excluding any unaffiliated successor”). 
19

III. CONCLUSION

Based on the foregoing, judgment will be entered in favor of the Company. 

The parties shall confer and submit a proposed form of final judgment within five 

(5) days, along with correspondence regarding any remaining issues that must be 

addressed by the Court.