COURT OF CHANCERY OF THE
S AM G LASS C OCK III

V ICE C HANCELLOR STATE OF DELAWARE C OURT OF C HANCERY C OURTHOUSE 34 T HE C IRCLE G EORGETOWN , D ELAWARE 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
, C ivil Action No. 2018

- 0174

- SG
Dear Litigants :

In t his 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 s uch a way that I

overlooked several . These overlooked timely demands were also accompanied by
untimely demands on the LLC by the P laintiff (who is appearing pro se), made in

the course of this litigation . I n separating wheat from chaff consi derable grain was,

unfortunate ly, 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 fee

shifting 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 statutor y 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 Plai ntiff’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, 2018 4 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,

2019 5 and Order of July 8, 2019 on fee

- shifting. 6 In that Decision , I granted fee

shift ing p ursuant 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 c ivil 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 s uch 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 reques ts 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.