Ann Kashishian Secures TRO Allowing Millions in Payments to Contractor Client for Miami Dade County Lighting Project

Wilmington, Del. (April 30, 2024) - Wilmington Partner Ann Kashishian, along with Washington D.C. Partner Stefan Palys, obtained a temporary restraining order on behalf of a contractor client in its legal dispute with a financier for a project to upgrade the lighting and related technology systems for Miami Dade County, enabling the client to receive millions from the county to continue work on the project.

After Ms. Kashishian and Mr. Palys defeated plaintiff DA MDSLP Aggregator LP’s third TRO request in the consolidated cases, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery entered the ex parte restraining order sua sponte in favor of Ms. Kashishian’s clients Miami Dade Smart Lighting Partners LLC, MDSLP’s parent company Smart City Capital LLC, and those companies’ founder Oscar Bode, and against DA MDSLP Aggregator.  The Court rarely issues restraining orders sua sponte, which makes this result particularly meaningful. 

MDSLP won its bid to upgrade Miami Dade County’s lighting and related systems in late 2021. DA MDSLP Aggregator, an affiliate of private equity fund Digital Alpha Investors LLC, agreed to provide funding for the project.

However, MDSLP asserts that Digital Alpha and its affiliates fraudulently induced and coerced it to enter into a detrimental contractual relationship.

In its counterclaims in the pending litigation in the Court of Chancery, MDSLP alleges – among other things – that Digital Alpha lied about its investors, capital, and project funding capabilities, and repeatedly changed the terms of the contract, with each round of changes being more detrimental to MDSLP. According to the counterclaims, DA MDSLP Aggregator’s ongoing, bad faith behaviors have caused project delays and risked the project’s success by alienating suppliers and causing a corresponding loss of trust.

Ultimately, MDSLP ended its relationship with DA MDSLP Aggregator and Digital Alpha.  The relevant contracts had included an assignment that called for payments from the county to go to a special purpose vehicle (SPV) created for the project. MDSLP took the position that, following removal of DA MDSLP Aggregator and Digital Alpha from the project, the assignment agreement was likewise unenforceable, and MDSLP is therefore entitled to receive direct payment from the county.

In his ex parte restraining order, Vice Chancellor Laster agreed, finding that there is a “colorable claim that the assignment is no longer in effect” and also a colorable claim that there “was never any consideration for the assignment in the first place.”

“The balancing of equities favors emergent relief,” the vice chancellor wrote. The restraining order will remain in effect until May 8, and pending further order of the court, Miami Dade County may make payments to MDSLP and not to the SPV.

Related Attorneys

Find an Attorney

Each of the firm's offices include partners, associates and a professional staff dedicated to meeting the challenge of providing the firm's clients with extraordinary service.