COURT OF CHANCERY

OF THE

SAM GLASSCOCK III

VICE CHANCELLOR

STATE OF DELAWARE COURT OF CHANCERY COURTHOUSE

34 THE CIRCLE

GEORGETOWN, DELAWARE 19947

Date Submitted: September 18, 2020

Date Decided: October 8, 2020

Andrew C. Durham, pro se

4805 Randolph Drive

Annandale, VA 22003

John G. Harris, Esquire

Berger Harris LLP

1105 N. Market Street, 11th Floor

Wilmington, DE 19801

Re: Durham v. Grapetree, LLC, Civil Action No. 2018-0174-SG

Dear Litigants:

In this statutory books and records action, the Plaintiff, Andrew Durham,

seeks numerous records from defendant Grapetree, LLC (“Grapetree” or the 

“LLC”). The matter was remanded to me from appeal to the Supreme Court “to 

address the basis for [my] recognition and review of only two of the five demand 

letters attached to the Complaint.” 1

 That basis is simple, if embarrassing: the 

multiple demands in this matter were attached to the Complaint in such a way that I 

overlooked several. These overlooked timely demands were also accompanied by 

untimely demands on the LLC by the Plaintiff (who is appearing pro se), made in 

the course of this litigation. In separating wheat from chaff considerable grain was, 

unfortunately, inappropriately winnowed away. The Remand Order permitted me 

 1 See Order, Durham v. Grapetree, LLC, Case No. 343, 2019, Dkt. No. 36 at *9.
2

to consider any timely but overlooked demands on remand, as well as revisit a feeshifting order to the extent such consideration made it appropriate to do so.2

 I have 

done both, as set out below.

This Letter Opinion considers solely those statutory demands made on 

Grapetree that were submitted, but not considered, in my previous opinion of 

January 31, 2019.

3 On remand, Grapetree presented no defense to the Plaintiff’s 

demands. I have independently found a proper purpose—to investigate Grapetree’s 

value and the failure of its rental business. Accordingly, all books and records 

demanded on March 6, 20184 shall be produced to the extent that they exist as books 

and records of Grapetree. Grapetree is to interpret requests for “information” or 

“explanations” as requests for books and records.

The Plaintiff having prevailed, I also revisit my Letter Decision of June 4, 

20195 and Order of July 8, 2019 on fee-shifting.6 In that Decision, I granted feeshifting pursuant to Grapetree’s LLC Operating Agreement. The Operating 

Agreement provides:

In the event that any Member (hereinafter, a “Claiming Member”) 

asserts or initiates any action, suit or proceeding, whether of a civil or 

 2 Id.

3 See Mem. Op., Dkt. No. 34.

4 Pl.’s Letter, Ex. G, Dkt. No. 64. The Plaintiff conceded at oral argument that all other demands 

not previously considered in my Opinion of January 31, 2019 are included in and superseded by 

this demand.

5 See Letter Op., Dkt. No. 43. 6 See Order, Dkt. No. 53.
3

criminal nature, against the Company and/or any Managing Member ... 

and the Claiming Member does not obtain a judgment on the merits that 

substantially achieves, in substance and amount, the full remedy 

sought, the Claiming Member shall be obligated to reimburse the 

Company . . . for all fees, costs, and expense of every kind and 

description (including, but not limited to, all reasonable attorneys’ fees

and other [] litigation expenses) that the [Company] may incur in 

connection with such action, suit or proceeding.7

At the time I granted Grapetree’s Motion for Attorney’s Fees and Costs, the 

bulk of the Plaintiff’s requests had been unsuccessful. On remand, the calculus has 

changed. Most of the Plaintiff’s requests have been granted. Therefore, my previous 

Decision of June 4, 2019 is withdrawn and my subsequent Order of July 8, 2019 is 

vacated. Each side shall bear its own fees. 

To the extent the foregoing requires an Order to take effect, IT IS SO 

ORDERED.

This concludes all matters submitted for action on Remand.

Sincerely,

/s/ Sam Glasscock III

Sam Glasscock III

 7 Grapetree, LLC’s Trial Br. in Opp’n to Pl.’s Compl. to Compel Inspection of Books and 

Records, Ex. C ¶ 14, Dkt. No. 23.