Representative Matters
We represented the owner of a South Florida commercial truck stop and fuel station, together with its tenant/operator, in a joint $23 million exit to a large, nationwide operator. The transaction required nearly two years of negotiations and machinations to secure the transfer of the assets. The deal highlights our ability to manage multi-party interests, unwind complex commercial relationships, and work creatively in pursuit of our clients’ objectives.
We achieved a complete dismissal of all claims against our client in Massachusetts Superior Court at the pleading stage, where plaintiffs had asserted intentional, reckless, and negligent infliction of emotional distress arising from a family member’s death and the client’s alleged conduct surrounding that event. The Court granted our Rule 12(b)(6) motion in full, holding that the allegations did not meet Massachusetts’ standard for “extreme and outrageous” conduct necessary to sustain emotional distress claims. The Court further agreed that the negligence claim failed because no legally cognizable duty existed under a bystander theory or otherwise. The case was dismissed in its entirety before discovery, securing an early and decisive victory and eliminating the burden of prolonged litigation.
We represent senior executives of a national solar energy company in a matter addressing a significant issue in federal arbitration law. The case centers on whether non-signatory executives may enforce an arbitration agreement containing a delegation clause against a non-signatory state government, or whether that threshold question must first be decided by a court. The matter presents an important question at the center of a growing split among the federal circuit courts regarding the enforcement of arbitration agreements under the Federal Arbitration Act. Led by Ashwini Jayaratnam, the DarrowEverett team is advancing an appeal urging the Fourth Circuit to align with the many federal appellate courts that have held valid delegation clauses require arbitrators—not courts—to decide questions of arbitrability, even when non-signatories seek to enforce the agreement. The appeal carries significant implications for non-signatory enforcement rights under the Federal Arbitration Act, the scope of delegation clauses, and the respective roles of courts and arbitrators in resolving threshold disputes. The matter highlights the firm’s experience handling sophisticated appellate litigation involving complex questions of federal law.
We advised the co-sponsors in the formation and execution of an institutional-scale fuel and convenience retail investment platform, providing integrated corporate, real estate, finance, securities, and tax counsel. The engagement included structuring and offering a tax-advantaged evergreen fund targeting approximately $250 million, designing a sophisticated multi-party ownership and acquisition structure, acquiring a portfolio of more than 75 fuel and convenience properties across eight states valued at over $350 million, and negotiating a $250 million syndicated credit facility to support ongoing growth. Our team coordinated all aspects of the platform, including joint venture arrangements, capital raising, acquisition and financing strategies, downstream property-holding vehicles, and real estate ownership structures designed to maximize depreciation benefits and future liquidity. We also advised on large-scale sale-leaseback transactions and tax-efficient monetization strategies, demonstrating our ability to guide sponsors through the full lifecycle of a fuel retail platform—from venture formation and acquisitions to operations, branding initiatives, real estate optimization, portfolio expansion, and tax-deferred reinvestment opportunities.
We prevailed in an appeal before the Rhode Island Supreme Court on behalf of homeowners in a high-profile private nuisance dispute involving interference with the use and enjoyment of their property. After obtaining a preliminary injunction in Superior Court, the firm successfully defended that relief on appeal, preserving the protections previously awarded to its clients.
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