WARREN HILL, LLC v. SFR EQUITIES, LLC

Filing 92

MEMORANDUM ORDER THAT THE MOTION OF DEFENDANT SFR EQUITIES, LLC FOR PARTIAL SUMMARY JUDGMENT IS DENIED. THE MOTION OF PLAINTIFF WARREN HILL, LLC FOR SUMMARY JUDGMENT IS GRANTED AS OUTLINED HEREIN. THE COUNTERCLAIM OF SFR IS DISMISSED AS MOOT BY AGREEMENT OF THE PARTIES. SIGNED BY HONORABLE HARVEY BARTLE, III ON 7/23/2019. 7/23/2019 ENTERED AND COPIES MAILED TO COUNSEL AND E-MAILED.(amas)

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

WARREN HILL, LLC
v.
SFR EQUITIES, LLC

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:
:
:
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CIVIL ACTION

NO. 18-1228

ORDER
AND NOW, this 23rd day of July, 2019, for the reasons
set forth in the accompanying memorandum, it is hereby ORDERED
that:
(1)

the motion of defendant SFR Equities, LLC (“SFR”)

for partial summary judgment regarding all direct payments to
BCM as trust certificate holder is DENIED;
(2)

the motion of plaintiff Warren Hill, LLC (“Warren

Hill”) for summary judgment is GRANTED to the extent that SFR is
required to include the Blue Cross Blue Shield bonus payments
made to Brian Hynes in its calculation of earnout payments due
to Warren Hill pursuant to § 1.2(d)(ii)(D) of the Membership
Interest Purchase Agreement (“MIPA”);
(3)

the motion of plaintiff Warren Hill for summary

judgment is GRANTED to the extent that SFR is required to
include fees paid by the Vendor Assistance Program to Bluestone
Capital Markets (“BCM”) and Bluestone Finance in SFR’s

calculation of earnout payments due to Warren Hill pursuant to
§ 1.2(d)(i)(A)(1) of the MIPA;
(4)

the motion of plaintiff Warren Hill for summary

judgment is GRANTED to the extent that SFR is required to
include an amount equal to 16.623% of the trust certificate
income in SFR’s calculation of earnout payments due to Warren
Hill pursuant to § 1.2(e)(iii) of the MIPA; and
(5)

the counterclaim of SFR is dismissed as moot by

agreement of the parties.
BY THE COURT:

/s/ Harvey Bartle III
J.

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