7 Islington Street, LLC & a. v. Tanner Bridge Development, LLC & a.

THE STATE OF NEW HAMPSHIRE

SUPREME COURT

In Case No. 2016-0256, 7 Islington Street, LLC & a. v.
Tanner Bridge Development, LLC & a., the court on January 12,
2017, issued the following order:

Having considered the briefs and record submitted on appeal, we
conclude that oral argument is unnecessary in this case. See Sup. Ct. R. 18(1).
We affirm.

The defendants, Anthony DiLorenzo and Tanner Bridge Development,
LLC, appeal the order of the Superior Court (Delker, J.), following a four-day
bench trial, awarding $42,995.24 in damages, plus statutory interest and
costs, to plaintiff Stephen Kelm. Kelm cross-appeals, arguing that the damage
award should have been $348,607.93. The parties’ dispute arises from a real
estate development project in Portsmouth. The trial court found that, when the
parties reached an impasse over whether the project should include parking,
DiLorenzo mischaracterized his initial investment as a loan and attempted to
use his financial position as leverage to remove Kelm from the company. In
doing so, the court found, DiLorenzo breached the terms of the parties’
operating agreement and the implied covenant of good faith and fair dealing.
The court awarded Kelm the net gain he would have realized if DiLorenzo had
“simply wound up the business pursuant to the Operating Agreement or state
statutes in 2010,” rather than “to allow the property to go into foreclosure so
that he could purchase it” free of Kelm’s interest.

The defendants argue that the trial court erred in: (1) characterizing
DiLorenzo’s initial investment as an equity contribution; (2) concluding that it
was improper for him to attempt to foreclose on funds he loaned to the project;
(3) failing to distinguish between his actions and the actions of his limited
liability company; (4) finding, essentially, that he was obligated to fund the
project to completion; (5) concluding that he violated duties of good faith and
fair dealing; and (6) awarding damages to Kelm, when the project has not yet
been profitable, and when Kelm’s share in the company allegedly was
“worthless.”

In his cross-appeal, Kelm argues that the trial court erred in failing to
award him damages equal to the profits he would have received if the project
had been completed as planned.

Each party has the burden of demonstrating reversible error as to the
issues he is raising on appeal. Gallo v. Traina, 166 N.H. 737, 740 (2014).
Based upon our review of the trial court’s well-reasoned order, the parties’
respective challenges to it, the relevant law, and the record submitted on
appeal, we conclude that neither party has demonstrated reversible error.
See id.

Affirmed.

Dalianis, C.J., and Hicks, Conboy, Lynn, and Bassett, JJ., concurred.

Eileen Fox,
Clerk

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